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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K /A

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2010
  or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________to
__________________

Commission file number: 000-54394

Online Disruptive Technologies,
Inc.(Exact name of registrant as specified in its charter)

|Nevada                         | 27-1404923         
|------------------------------ | -------------------
|State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization  | Identification No.)

3120 S. Durango Dr. Suite 305, Las Vegas, Nevada
89117(Address of principal executive offices and Zip Code)

Registrants telephone number, including area code:
702-579-7900

N/A(Former name or former address, if changed
since last report)

Securities registered pursuant to Section 12(b) of the Act

|Title of each class                                        | Name of Exchange on which registered
|---------------------------------------------------------- | ------------------------------------
|                                                          
|Securities registered pursuant to Section 12(g) of the Act

Common Stock, no par value(Title of Class)

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. 
[ ] Yes [X]
No

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. 
[ ] Yes [X] No

Note -Checking the box above will not relieve any
registrant required to file reports pursuant to Section 13 or 15 (d) of the
Exchange Act from their obligations under those sections.

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Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.[ ] Yes [X] No

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
(Not Applicable)[ ] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.

[ ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer [ ] |                                               | Accelerated filer [ ]        
|--------------------------- | --------------------------------------------- | -----------------------------
|Non-accelerated filer [ ]   | (Do not check if a smaller reporting company) | Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). 
[X] Yes [ ] No

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrants most recently
completed second fiscal quarter.

> As of June 30, 2010, the last business day of the registrants
>       most recently completed second fiscal quarter the aggregate market value of the
>       voting and non-voting common stock held by non-affiliates of the registrant was
>       approximately $18,000, based on 1,800,000 common shares held by non-affiliates
>       and the last sale prior to June 30, 2010 being $0.01.

Note.If a determination as to whether a particular
person or entity is an affiliate cannot be made without involving unreasonable
effort and expense, the aggregate market value of the common stock held by
non-affiliates may be calculated on the basis of assumptions reasonable under
the circumstances, provided that the assumptions are set forth in this Form.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.
[ ] Yes [ ] No

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date.
24,000,100 shares of common stock as at March 7, 2011.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1980). Not Applicable

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TABLE OF CONTENTS

|PART I                                                                                                                            | 1 
|--------------------------------------------------------------------------------------------------------------------------------- | --
|Item 1. Business                                                                                                                  | 1 
|Item 1A. Risk
      Factors                                                                                                       | 9 
|Item 1B. Unresolved Staff
      Comments                                                                                          | 15
|Item 2.
      Properties.                                                                                                         | 15
|Item 3. Legal Proceedings                                                                                                         | 15
|Item 4.
      (REMOVED AND RESERVED)                                                                                              | 15
|                                                                                                                                  |   
|PART II                                                                                                                           | 15
|Item 5. Market for
      Registrants Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities. | 15
|Item 6.
      Selected Financial Data                                                                                             | 17
|Item 7. Managements
      Discussion and Analysis of Financial Condition and Results of Operations                               | 17
|Item 7A.
      Quantitative and Qualitative Disclosures About Market Risk.                                                        | 19
|Item 8. Financial Statements
      and Supplementary Data.                                                                        | 19
|Item 9.
      Changes in and Disagreements With Accountants on Accounting and Financial
      Disclosure                          | 20
|Item 9A. Control and
      Procedures                                                                                             | 20
|Item 9B Other
      Information                                                                                                   | 21
|                                                                                                                                  |   
|PART III                                                                                                                          | 21
|Item 10. Directors,
      Executive Officers and Corporate Governance.                                                            | 21
|Item 11.
      Executive Compensation                                                                                             | 24
|Item 12. Security Ownership
      of Certain Beneficial Owners and Management and Related Stockholder
      Matters.              | 25
|Item 13.
      Certain Relationships and Related Transactions, and Director Independence.                                         | 26
|Item 14. Principal
      accounting Fees and Services.                                                                            | 27
|Item 15.
      Exhibits, Financial Statement Schedules                                                                            | 27
|                                                                                                                                  |   
|SIGNATURES                                                                                                                        | 29

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Explanatory Note:

This amendment to our Form 10-K for the annual period ended December 31, 2010 has been filed in order to reflect that our company was, during the period in question, a shell company (as defined in Rule 12b-2 of the Exchange Act). Accordingly, we have removed the “X” from the box “No” on the front page of this Form 10-K/A and we have inserted an “X” in the box marked “Yes”.

All other information included in our annual report on Form 10-K for the fiscal year ended December 31, 2010 has not been amended. Except for the matter described above, this amendment does not modify or update disclosure in the originally filed annual report on Form 10-K, or reflect events occurring after March 9, 2011, which is the date of the filing of the originally filed annual report on Form 10-K.

PART I

This annual report on Form 10-K contains forward-looking
statements. Forward-looking statements are projections of events, revenues,
income, future economic performance or managements plans and objectives for
future operations. In some cases, you can identify forward-looking statements by
the use of terminology such as may, should, expects, plans,
anticipates, believes, estimates, predicts, potential or continue or
the negative of these terms or other comparable terminology. Examples of
forward-looking statements made in this annual report on Form 10-K include
statements about:

- Our business plans,
- Our ability to raise additional finances,
- Our anticipated users for the website,
- Our design of our website, and
- Our future investments and allocation of capital resources.

These statements are only predictions and involve known and
unknown risks, uncertainties and other factors, including:

- General economic and business conditions,
- Our ability to complete our website,
- Our ability to attract users to our website,
- Our lack of operating history,
- Our reliance on our sole director and officer, and
- The risks in the section of this annual report entitled Risk Factors,

any of which may cause our or our industrys actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.

While these forward-looking statements and any assumptions upon
which they are based are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein. Except as required by applicable
law, including the securities laws of the United States, we do not intend to
update any of the forward-looking statements to conform these statements to
actual results

As used in this report, the terms we, us and our mean
Online Disruptive Technologies, Inc. and our wholly-owned subsidiary
Relaitonshipscoreboard.com Entertainment, Inc. In this report, unless otherwise
specified, all dollar amounts are expressed in United States dollars and all
references to common shares refer to the common shares in our capital stock.

ITEM 1. BUSINESS

Corporate History

We were incorporated in the State of Nevada on November 16,
2009 under the name Online Disruptive Technologies, Inc. with authorized
capital of 500,000,000 shares of common stock with a par value of $0.001 per
share and 20,000,000 shares of preferred stock with a par value
of $0.001 per share. On March 24, 2010, we entered into a share purchase
agreement with Benjamin Cherniak, whereby we acquired all of the issued and
outstanding shares of Relationshipscoreboard.com Entertainment, Inc. in
consideration for the issuance of 16,000,000 of our common shares. RSE was
incorporated in the State of Nevada on November 16, 2009. There were no related
party interests in the acquisition of Relationshipscoreboard.com Entertainment,
Inc.

1

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Our Business

Overview of Website

Our business plan for our website is based solely on Mr.
Cherniak's experience, as described in the section Business Experience.

We own the domain name RelationshipScoreboard.com and have
commenced the development of our flagship social networking website. The premise
behind RelationshipScoreboard.com (RS.com) is that we as human beings are
curious about relationships and their inner workings. Everyone wants to know
what defines a good relationship, what elements make a relationship work, and
how much each partner should invest and contribute into the relationship in
order to make it function on a balanced basis. We believe this website will
provide objective perspectives on what people value most in a relationship and
it will help people ease their concerns about their own interactions.

To learn about celebrity relationships, we read gossip
magazines such as US Weekly, Star, and The Enquirer. We peruse gossip websites
such as TMZ.com and perezhilton.com and we watch shows like Entertainment
Tonight to delve into the lives of others. We want to know who is dating who,
who is getting married, who is cheating, who is breaking up and who is getting
divorced. We debate amongst ourselves whether we think a specific couple is a
good fit for one another, and how long we think the relationship will last. This
curiosity applies not only to celebrity relationships but within our own social
networks as well.

Social networking websites are designed to keep people
connected and essentially to build an online community. We believe that RS.com
will serve as an interactive website where people can socialize, share
relationship advice and score others' relationships based on a series of
questionnaires. While the evaluation of others and their interpersonal
relationships tends to be a serious topic of discussion, the purpose of this
website is to add a comedic or anecdotal edge to the relationship subject
matter. We believe that the entertainment value of rating relationships of
others will keep people coming back for more and therefore continually enhance
the traffic of the website.

While people are prone to subjectively judging the
relationships of others, the unique feature of RS.com is that it will provide a
series of mathematical algorithms to provide for much more scientific means of
achieving a relationship score. Using its array of formulas and algorithms,
RS.com will allow its users to (a) evaluate whether a given relationship is
functional or not; (b) determine which partner is winning the relationship
battle (the definition of winning being getting more out of the relationship
than the other party); (c) guesstimate how long the relationship will last; and
(d) consider with whom the relationship partners would be better off aligning
themselves. Users will have the ability to answer a series of questions
regarding any specific relationship, which will in turn help score the
relationship. The scoring options will include friends' relationships,
relationships of strangers, and celebrity relationships as well, depending on
which sections of the website they choose to enter. With such a broad base of
social media users, the opportunity to attract people to the website will be
within arm's reach. We believe that RS.com's unique attributes will allow it to
succeed in attracting attention and traffic amongst the vast array of social
networking websites.

Current Stage of Development of the Website

Our website is not complete. Our publically visible website
currently contains our logo, a message that the website is under construction
and the option to sign up to our mailing list. Within the context of our
development site, we have substantially completed the graphical components of
our website, including the logo and basic framework of the website. We have
completed and integrated a basic version of the mathematical algorithms that
score the particular relationships. As well, we have completed the development
of the user registration and couple nomination aspects of the website. We
anticipate that the initial version of the website containing the core
functionality (i.e. the scoreboard itself) will be launched early in the second
quarter of 2011.

2

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Components of Website

There will ultimately be several components to the website and
the interface will include the following:

| | 1. | The Scoreboard   
| | -- | -----------------
| | 2. | The Advice Corner
| | 3. | Editorials       
| | 4. | The Online Store 
| | 5. | The Forum        

All of the components of the website will be accessible from
our homepage: www.relationshipscoreboard.com. We anticipate directing all our
users to one URL, through which the users can access all of the components of
the website.

We anticipate that we will launch the initial version of the
site early in the second quarter of 2011. We anticipate that in Q2/Q3 of 2011,
we will expand the website to include the remaining components contemplated. We
anticipate that in Q4 of 2011, we will begin the integration of our website with
other social media websites.

The Scoreboard

The scoreboard section will contain several mathematic
questionnaires designed to assess existing relationships. Visitors can score
relationships that have already been nominated for assessment or they can
propose a new relationship for prospective analysis. A search tool will allow
for users to scan the site by last name to see if the couple has already been
nominated. The nominated relationships will be segregated by the geographic
region (country state/province, city) in which the subjects of the relationship
reside. Users must adhere to the following steps in order to nominate a
relationship:

A. Step 1

The first step in the process would be to sign up and become a
member of the site. Only a small amount of detail will be required during the
registration process. This will include: name, site nickname or alias, avatar
image, age, email address, username and password, how they found the site, and
lastly if they would like to receive site updates and upcoming event information
in the future (opt-in settings).

B. Step 2

The second step will require the nominator to input the names
of the people in the relationship to be evaluated. They must first designate the
country, state and city where the subject couple resides. The nominator should
provide background information about the couple and describe the context of the
relationship in question. They can post all of this with either their own name,
with their site nickname or anonymously. There will also be an option to upload
a picture of the couple who is being nominated. They will then be prompted to
classify the type of relationship being evaluated as this will dictate the
specific questionnaire to be used for the evaluation process. In the future,
once the site is fully established, nominators may have the ability to modify or
enhance the questions that will appear in the scoreboard; however, in the first
version the questionnaires will be predetermined. Although in certain
circumstances RS.com may create conflict or strain between family, friends, and
the two individuals in the relationship, the goal is to have fun and keep
everyone entertained.

Moreover, users can choose to nominate their own relationship,
and they will be able to answer the questionnaire themselves before sending off
the request to friends and family. This will provide insight for others to see
how the nominee views their own relationship. They can also choose to score it
anonymously.

As an added entertainment publicity stunt, users may choose to
nominate a celebrity couple for scoring. For example, Sandra Bullock and Jesse
James relationship has been in the news and scoring of their relationship may
generate a tremendous response. We anticipate that RS.com will participate by
nominating our own celebrity couples, and will also nominate a couple of the
week in order to draw attention to this feature. We anticipated that the
celebrity section will be a popular destination for site users. The celebrity
relationships area will be updated frequently with new celebrity relationships,
and postings of celebrity relationship gossip. It is our hope that once RS.com reaches critical mass, a partnership with a site like
TMZ.com can become reality. We believe that this will ultimately help increase
traffic at RS.com. When a TMZ.com visitor sees an update or gossip on a
celebrity's relationship, that user will have the ability to score that
relationship by going to TMZ.com's partner site, RS.com. Conversely, RS.com will
have a link to TMZ.com. To date, we have not started any discussions with any
website to partner with.

3

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C. Step 3

The third step in the process will allow the nominator to share
the questionnaire with his or her friends, or to publish the couple publicly so
that anyone can score the relationship. The nominator will see a popup screen
asking what friends would you like to share this scoreboard with? There will
be two possible ways of selecting friends. The first option will allow the
nominator to fill in email addresses into a pop up screen, with a personalized
message indicating who the friends will be scoring etc. A link will be provided
in the email sent out directing the friends to the scoreboard page. In order for
the friends to fill out the scoreboard, registration will not be required, and
each friend will have the option of scoring and posting anonymously or with the
use of their own name. RS.com understands that inputting individual email
addresses into a popup menu can be tedious and time consuming. One of the
benefits of being a member of the website will be to have a personal friend
list. This list, where each user will be able to add their other registered
RS.com friends, will be present when sending out the scoring invitation. Only a
check mark will be required next to each friend with whom the nominator chooses
to share the questionnaire. Another option which would be extremely efficient
will be to create a Facebook application which will provide each registered
RS.com user with the ability to login to his or her Facebook account and access
their list of Facebook friends. This will benefit the user due to ease of use,
but will be equally beneficial to RS.com since having a Facebook application
will help to enhance its validity and site appeal.

If the nominator wishes to publicize this relationship entry
without restriction, no selection of friends is necessary. Both members and
non-members will be able to access and score the couples relationship without
invitation in this case. With an unbiased audience owing no loyalty to either
party, scoring their relationship should provide a fairly accurate outsiders
perspective. Although friends may know the couple better than complete
strangers, friends may also be very hesitant to express their true feelings.

At the bottom of every private and public score sheet, each
scorer will have the option of adding a comment. These comments will not be part
of the actual posting section and therefore will not require the scorer to be a
member in order to fill it out. Furthermore these comments will not affect the
total score.

As detailed below, each nominated relationship is scored in a
number of different ways based on respective sets of approximately 20 weighted
questions. The responses to each question are then weighted depending on the
relative importance of the subject matter of the particular question.
Ultimately, the sum of the individually weighted scores will produce the
aggregate score as calculated by the visiting reviewer. A detailed explanation
of how the points are calculated will be provided to each user. Of course, there
are different types of relationships and as such there will be different
relationship categories to choose from. The questions will vary depending on the
relationship type designated. Initially, all relationships will fall into one of
four categories as outlined below:

| | 1. | Dating or married (with kids)                           
| | -- | --------------------------------------------------------
| |    |                                                         
| | 2. | Dating or married and living together (without
    kids)
| |    |                                                         
| | 3. | Adult Dating  living separately                        
| |    |                                                         
| | 4. | High School dating                                      

Additional categories can be introduced based on demand as the
site grows in popularity. It is recognized that the relationship scoring
criteria that are important for a couple in high school are materially different
from those that would concern a married couple. As an example, a relevant
question for a married couple might be whether or not both parties share a
similar view towards having children and building a family. For most high school
students, building a family is not yet on the radar screen. A more relevant
question for someone in high school might be whether both parties are equally
popular or physically attractive.

4

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While the questions in each category are
adjusted according to the nature of the relationship, the end result is
the same in that for any category, three unique score results are generated as
follows:

| | 1. | An aggregate score out of 100 with 0 being a completely
      dysfunctional relationship and 100 being a perfectly harmonious
      relationship. Based on the final score of any score sheet, RS.com will
      automatically generate an appropriately succinct summary of the
      relationship. Examples would be as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | Score of 80-100: This is clearly the love of a
      lifetime.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | Score of 60-79: The relationship is working.
      Congratulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | Score of 40-59: This relationship is on the Watch List
      with negative implications.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | Score of 20-39: Better call the lawyers and begin
      dividing the assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | Score of 19 or less: Do whatever you have to but try not
      to kill each other.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 2. | A separate score for each of the two partners to
      determine which partner is winning in the relationship and which is
      losing. While we do not generally tend to associate relationships with the
      concept of winning or losing, it is clear that from time to time one
      partner is benefiting more from the relationship while the other is
      getting the short end of the stick. In a culture that embraces winners,
      RS.com will mathematically designate the partner of the subject
      relationship that has seized greater benefit from the relationship, often
      at the expense of the other partner. The ideal relationship will have a
      balanced scored of 50 points for each partner, while a score where the two
      partners are close to the extremes of 0 or 100 implies that one of the two
      partners is winning the relationship hands down. Again, RS.com will
      generate an appropriate saying based on the results. Examples in respect
      of a particular partners score would be as follows:
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | Score of 80-100: Get the referee to stop this
    beating.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | Score of 60-79: Congratulations, we have a
  winner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | Score of 40-59: Don't look now but we are in the range of
      relationship bliss.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | Score of 20-39: Better dust off the number for your
      divorce lawyer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | Score of 19 or less: Ouch. Remember that suicide is not
      an option.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 3. | A final scoring system will be used to determine how much
      longer the scorer perceives that the given relationship will last. The
      scorer will have the option of either inputting an amount of time up to
      100 years or following the lead of a previous scorer who has established a
      baseline prediction that subsequent scorers must simply guess whether the
      relationship duration will be over or under the designated baseline. This
      is analogous to the concept of the over/under betting proposition in
      sports where the bettor guesstimates whether the combined score of the two
      teams will exceed or fall short of the designated over/under baseline.
      Similar to the other scores, an appropriate saying will be generated based
      on the overall score. Examples for high school dating might be as
      follows:                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | 0-2 weeks: If you don't have free texting, break up now,
      it's not worth it!                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | 2-4 weeks: Clearly your peers do not think very much of
      your serious relationship...                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | 1-6 months: a few months... a few years... what's the
      difference?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | 6-12 months: as long as you two weren't planning on
      getting married, you guys seem to be doing alright.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | 1-2 years: Congratulations, you're officially in a real
      relationship!                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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Note that a multitude of sayings will be generated randomly
on every score sheet. This will decrease the probability of users encountering
the same results.

As an added bonus, after scoring the relationship, users will
have the option to make suggestions on who they believe would be a better match
for the nominees. They can even choose to upload a picture of the person they
have proposed for hooking up. We anticipate that this will be a fun
attention-grabber that will help generate more traffic to the site.

Additional Features of the Scoreboard:

1. Video Questionnaire

When initially nominating a relationship for review, the
nominator will have the option of posting a video clip answering relationship
questions created by RS.com. Once both members in the relationship are at the
computer with the webcam on, they will be able to prompt the RS.com video
questionnaire. Once initiated, a live screen will open and they will be able to
record their video. The first question will appear on the bottom of the screen
and they will be prompted to answer each question in under a minute. Once they
have finished answering each question, they can click on the button Next
Question which will be present below the screen. If the minute for any
individual question is up, the prompter will automatically ask the next
question. If some questions are too personal, the couple can choose to click on
next question, which will help to avoid any embarrassment. This approach is more
personal giving the friends and public a chance to see the couple interact with
each other, and formulate their own opinions. Obviously it is preferred for the
actual couple to use this feature, however even if the nominator is not one of
the individuals in the featured relationship, that individual will still have
the option of going through with the video questionnaire.

2. Comment Section

In any nominated relationship, whether accessible by the public
at large or simply the subset community authorized, there will be an option for
members to post comments at the bottom of the page. Comments can be posted on a
public or anonymous basis. Only members will be able to post in this section
(although they can post anonymously), adding additional incentive to sign up on
RS.com.

Advice Corner

In the advice corner, similar to Dear Abby, users will be
able to write to an advice columnist who will be online daily to respond to all
relationship queries. The advice columnist will respond to the five most
interesting questions of the day, and can also do weekly chat sessions with
live questions and answers. We believe that this will be a popular feature since
it will give the users a chance to get feedback on their important relationship
questions. Although the website is light and fun, this can be an area where
people are free to ask serious questions and get real advice from a
professional, albeit one with a sense of humor. We believe that it will help add
a sense of authenticity and legitimacy to RS.com. Initially the principals of
RSE will serve as the expert dispensers of advice. In time, with the projected
growth in traffic, we anticipate that we will engage celebrities to serve as the
advice givers on a rotating basis.

Editorials

We anticipate that RS.com will be a destination for those
seeking compelling articles related to dating, relationships, marriage advice,
and other related topics. We anticipate that there will be both featured and
guest editorial writers who wish to expand their following by providing free
content as well as subscription-based content to our user base. This can be
helpful for users who are hesitant or wary of posting their own questions at the
advice corner. The guidance will be readily available to them through these
postings and articles.

Online Store

At the online store, we anticipate that users will have the
option of purchasing RS.com merchandise. Items will include funny t-shirts,
mugs, key chains, and hats etc. with scoreboard 'final results' phrases such as:
My relationship has been scored and...we are meant for each other, Apparently
it's over next week, My friends are so kind.... All of the merchandise will be tagged with the
website name 'RelationshipScoreboard.com'. A staff favorites area of the store
will be created where RS.com staff can give some suggestions as to what the
customers should purchase. Other products may include flower bouquets (when the
relationship is having problems), boxes of chocolates, lingerie, seductive
music, candles, romance novels, Valentines Day gifts, restaurant coupons, wine,
weekend getaway specials and babysitter services.

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We anticipate that initially we will keep minimal inventory for
our store and such inventory will be kept in our office. We do not anticipate
using any sophisticated procurement. We anticipate that we will rely on third
party suppliers to procure our merchandise. Sales at our online store are
anticipated to be minimal until we obtain significant brand recognition.

Forum

Once traffic reaches a significant level, we anticipate that a
forum will be introduced where members can select relationship driven topics and
discuss with one another on an ongoing basis in an open forum. The forum would
be moderated to ensure that all posts are appropriate.

Target Market

Social networking is defined as the interaction between a group
of people who share a common interest. Social networking can be found in the
workplace, churches, schools, etc. Over the last decade, the popularity of the
Internet has led to the emergence of online social networking websites and an
explosion in growth thereof. Traditional social networking websites are those
that cater to the masses as opposed to specialized groups.

The primary target market for RS.com will be users between the
ages of 13 and 45 due to the nature of the website. Given the partial focus on
marital relationships, we believe that RS.com will garner reasonable attention
from individuals in their thirties and forties. We believe that RS.com has
similar characteristics to sites like Facebook and MySpace in that it keeps
people connected and promotes social interaction; however, relationship scoring
is an activity that we believe will hold particular appeal for high school,
college, or university students. Teens and young adults are at the age when
first relationships are becoming an important part of their lives and a
significant topic of discussion, and we believe that they will be seeking
approval from friends and family about their new love interests. We anticipate
that RS.com will be yet another destination that will allow them to stay in
touch with friends and share their ideas and opinions on these developing
relationships. We anticipate that RS.com will be an online channel where they
can feel free to express themselves without embarrassment or judgment. This
website will provide an outlet to openly discuss the details of anything and
everything related to the central relationship health theme.

While the primary marketing efforts will be geared towards
teens and young adults, we believe that there is significant potential to reach
users between the ages of 25 and 55. We believe that adults are becoming more
tech-savvy; learning to adapt to the modern forms of communication and social
interaction, and they are seeking to reconnect with old friends and family. We
believe that RS.com has the opportunity to help them do just that, in a fun and
creative way.

Marketing Strategy

Marketing RS.com to the primary and secondary target markets
will be executed through four distinct means:

Other Social Networking Websites

We anticipate that marketing to networks via Facebook, MySpace
and Twitter will initially lead the way in bringing new users to the site and
later, sites such as Bebo, Friendster, and similar websites can be used as
valuable tools that will help market the website free of charge. Communities
worldwide will have easy access to RS.com with the push of a button, and this
type of exposure will help create a buzz.

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Search Engine Optimization

Search Engine optimization is defined as the process of
increasing traffic to a website via search engines, such as Google and Yahoo.
The higher up in the search results list, the more people will click through
to visit the website. We anticipate that RS.com will update editorial content
regularly and will target the content to specific keywords so as to maximize
visibility with the search engines. We believe that this will, in turn, maximize
its ranking and bring the maximum amount of visitors possible to the site.

Banner Exchange

Via partnerships with select synergistic companies and
websites, banner exchanges will be contemplated so as to drive traffic back and
forth from the two sites, thus allowing both parties to benefit from the others
user base. Dating websites will be ideally suited to banner exchange
partnerships.

Media

We anticipate that RS.com will leverage its relationships with
members of online, print, television, and radio media to generate as much
exposure as possible upon the launch of the website. While RS.com has yet to
formalize any such plans, its principal Benjamin Cherniak enjoys strong
relationships with relevant media concerns and will commence serious discussions
once the RS.com website is at a more advanced stage of development.

Competition

RS.com will be one of many social networking websites that is
easily accessible to its target audience. The major players, as previously
mentioned, are Facebook, My Space, and Twitter to name a few. Although these
sites are similar in nature because they allow people to connect and interact on
many levels, RS.com differs since, to our knowledge, its major themes are
unmatched anywhere else. The commonalities between each of these social
networking sites are obvious; however, we believe that RS.com will stand out due
to its specific focus on relationships and the ability to apply mathematics to
achieve an overall score from a relationship. The creation of this website is
not expected to re-direct the four hundred million plus users away from these
other sites, but rather to enhance their experience on the web by adding
entertainment value and variety. We believe that these sites will be able to
cross promote to the same targeted groups, and therefore increase all-around
exposure.

Revenue Model

In order for RS.com to be profitable, several measures will be
taken to generate revenues:

Contextual Advertising (Google)

We anticipate that RS.com will subscribe to Googles Ad Sense.
Once subscribed, Google will automatically deliver ads on RS.com that are
targeted to our visitors. Each time an ad is clicked, a percentage of the funds
paid to Google for that click will go to RS.com.

Banners

We anticipate that RS.com will target select corporations to
pay upfront dollars for advertisement banners. Fees and rates will vary
depending on the page, placement, and size of the advertisement on the website.
Premium fees will be charged for the homepage while lesser fees will be charged
for run of schedule advertisements that will continuously rotate throughout the
website. Ideal advertisers will include dating websites, marriage counselors,
and divorce lawyers. As soon as sufficient traffic has been realized, overtures
will be made to potential banner advertisers. RS.com is contemplating selling a
large sponsorship ad-spot based on an existing relationship with the owner of a
prominent dating site. Although we anticipate that RS.com will most likely sell
the advertisement for fewer dollars than it will be worth overall during the
course of a full year cycle, we want to have an anchor sponsorship when we go
live.

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Affiliate Marketing

In addition to upfront dollars for banners, RS.com may choose
to pursue affiliate deals so as to participate in ongoing revenues for the
entire life cycle of clients that are introduced to its advertising partners.
While this does not provide for committed up-front revenue to RS.com, we believe
it allows RS.com to achieve a long-term revenue stream from the affiliate
partner based on (a) the lifetime value of the customer referred by RS.com to
the partner; and (b) the ability of RS.com to continually refer incremental
customers to the partner site. Partners that offer interesting revenue-sharing
affiliate deals include the likes of Match.com, AshleyMadison.com,
AdultFriendFinder.com and Lavalife.com.

RS.com Online Store

We plan that sales at RS.coms online store will be minimal
until we have obtained brand recognition. However, we anticipate that as traffic
to our site increases, our sales through our store will increase.

Subscription Revenues

In due course, it is anticipated that subscription dollars can
be earned by offering relationship advice and other exclusive content geared to
individuals who wish to improve the quality of their relationships.

Governmental Regulations

Within the United States and Canada, the legal landscape for
Internet privacy is new and rapidly evolving. Collectors and users of customer
information over the Internet face potential liability for public disclosure of
private information. Due to the increasing popularity and use of the Internet,
it is likely that a growing number of laws and regulations will be adopted at
the international, federal, state, local, and foreign levels relating to the
Internet covering issues such as user privacy, pricing, content, copyrights,
distribution, antitrust and characteristics and quality of services.
Furthermore, if more stringent customer protection laws are imposed, additional
burdens will be placed on those companies conducting business online. Moreover,
the applicability to the Internet of existing laws in various jurisdictions
governing issues such as property ownership, sales and other taxes, libel and
personal privacy is uncertain and may take years to resolve. Any such new
legislation or regulation, the application of laws and regulations from
jurisdictions whose laws do not currently apply to our business or the
application of existing laws and regulations to the Internet could harm our
business.

Employees

As of the date hereof, our company does not have any employees
other than Benjamin Cherniak.

Research and Development Expenditures

We have not incurred any research or development expenditures
since our incorporation.

Domain Name

We own the domain name realtionshipscoreboard.com. RSE
purchased the domain name for a period of 3 years at a cost of $20. The domain
name is renewable at any time. The website is currently under development and we
anticipate a basic version of our website will become operational by April 30,
2011.

Patents and Trademarks

We do not own any patents or trademarks.

ITEM 1A. RISK FACTORS.

An investment in our common stock involves a number of very
significant risks. You should carefully consider the following risks and
uncertainties in addition to other information in this prospectus in evaluating
our company and our business before purchasing shares of our common stock. Our
business, operating results and financial condition could be seriously harmed as
a result of the occurrence of any of the following risks. You could lose all or
part of your investment due to any of these risks. You should invest in our
common stock only if you can afford to lose your entire investment.

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Risks Associated With Our Financial Condition

The fact that we have not generated any significant
revenues since our inception raises substantial doubt about our ability to
continue as a going concern.

We have not generated any revenues since our inception on
November 16, 2009. Since we are still in the early stages of operating company
and because of the lack of operating history, we will, in all likelihood,
continue to incur operating expenses without significant revenues for the
foreseeable future. Our primary source of funds has been the sale of our common
stock. We cannot assure that we will be able to generate enough interest in our
website. If we cannot attract a significant customer base, we will not be able
to generate any significant revenues or income. In addition, if we are unable to
establish and generate significant revenues, or obtain adequate future
financing, our business will fail and you may lose some or all of your
investment in our common stock.

Our independent auditors have expressed substantial doubt
about our ability to continue as a going concern.

We incurred a net loss of $67,235 for the period from November
16, 2009 (date of inception) to December 31, 2010 and have not generated any
revenues since our inception. Because we have incurred losses from operations
since inception, have not attained profitable operations and are dependent upon
obtaining adequate financing to fulfill our business operations, in their report
on our financial statements for the period from November 16, 2009 (date of
inception) to December 31, 2010, our independent auditors included an
explanatory paragraph regarding the substantial doubt about our ability to
continue as a going concern.

Our ability to continue as a going concern is depending upon
our ability to generate future profitable operations and to obtain the necessary
financing to meet our obligations and repay our liabilities arising from normal
business operations when they come due. We have not generated any revenues since
our inception on November 16, 2009. We will continue to incur operating expenses
without significant revenues for the foreseeable future. We cannot assure that
we will be able to generate enough interest in our website to obtain significant
revenues. If we cannot attract a significant user base, we will not be able to
generate any significant revenues or income. In addition, if we are unable to
establish and generate significant revenues, or obtain adequate future
financing, our business will fail and you may lose some or all of your
investment in our commons stock.

If we are unable to obtain financing in the amounts and
on terms and dates acceptable to us, we may not be able to expand or continue
our operations and developments and so may be forced to scale back or cease
operations or discontinue our business and you could lose your entire
investment.

During the fiscal year ended December 31, 2010, we procured
additional loan financing of approximately $57,000 in order to provide for
certain working capital requirements. Subsequent to the fiscal year ended
December 31, 2010, we closed a primary offering for gross proceeds of $60,000.
However, we do not currently have any arrangement for additional financing. For
the foreseeable future, we intend to fund our operations and capital
expenditures from our cash on hand and additional financings. We estimate that
we will not be able to initiate our planned operations using currently available
capital resources. Our capital resources are insufficient to fund our planned
operations for the next 12 month period, as we estimate that we require a total
of $153,152. We will have to raise additional funds for the continued
development of our business and the marketing of our products. Such additional
funds may be raised through the sale of additional stock, stockholder and
director advances and/or commercial borrowing. There can be no assurance that a
financing will continue to be available if necessary to meet these continuing
development costs or, if the financing is available, that it will be on terms
acceptable to us. The issuance of additional equity securities by us will result
in a significant dilution in the equity interests of our stockholders. Obtaining
commercial loans, assuming those loans would be available, will increase our
liabilities and future cash commitments. If we are unable to obtain financing in
the amounts and on terms deemed acceptable to us, we may not be able to expand
or continue our operations and developments and so may be forced to scale back
or cease operations or discontinue our business and you could lose your entire
investment.

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Risk Associated with our Business

To date we have not developed our website and do not have
any customers.

Our website is not complete and we are currently working on its
development. There is no guarantee that we will be able to develop our website.
If we cannot develop our website, we would be unable to implement our plan and
our business might ultimately fail.

We cannot guarantee that we will ever have any customers. Even
if we obtain customers, there is no guarantee that we will generate a profit. If
we cannot generate a profit, we will have to suspend or cease operations.

We will be dependent on third parties to develop and maintain
our website, network infrastructure, and transaction processing systems as well
as to design and fulfill a number of customer service and other retail
functions. If such parties are unwilling or unable to continue providing these
services, our business could be severely harmed. To date, other than with
respect to the commissioning of the design of the website and the development of
the core functionality, we have not entered into any formal relationship with
any third parties to provide these services. Our success will depend on our
ability to build and maintain relationships with such third party service
providers on commercially reasonable terms. If we are unable to build and
maintain such relationships on commercially reasonable terms, we will have to
suspend or cease operations. If our customers become dissatisfied with the
services provided by these third parties, our reputation could suffer.

We may face risks related to activities of registered
users.

Our registered users upload their own content onto our website.
We will create a terms of use for such content in the terms and conditions of
our website and our users must agree to our submission agreement when they
upload their content. Disputes or negative publicity about the use of such
content could make members more reluctant to upload personal content or harm our
reputation. Our steps to monitor and review the content provided by our users
and to reduce our liability for such content may be inadequate and we could face
claims arising from or liability for making any such content available on our
website. Litigation to defend these claims or efforts to counter any negative
publicity could be costly and any other liabilities we incur in connection with
any such claims may harm our business, financial condition and results of
operations.

Government regulations and legal uncertainties concerning
the Internet could hinder our business operations.

Laws applicable to the Internet and online privacy generally
are becoming more prevalent. New laws and regulations may be adopted regarding
the Internet or other online services in the United States and foreign countries
that could limit our business flexibility or cause us to incur higher compliance
costs. The adoption of additional laws or regulations, either domestically or
abroad, may decrease the popularity or impede the expansion of Internet
marketing, restrict our present business practices, require us to implement
costly compliance procedures or expose us and/or our customers to potential
liability, which, in turn, could adversely affect our business. Furthermore, the
applicability of existing laws to the Internet is unsettled with regard to many
important issues, including intellectual property rights, export of encryption
technology, personal privacy, libel and taxation. It may take years to determine
whether and how such existing and future laws and regulations apply to us. If we
are required to comply with new regulations or new interpretations of existing
regulations, or if we are unable to comply with these regulations, our business
could be harmed.

The business of providing services over the internet is
difficult to evaluate and our business model is unproven.

Because we only recently began operations, it is difficult to
evaluate our business and prospects. Our revenue and income potential is
unproven and our business model is emerging. Further, our business plan is
derived from our sole director and officers experience. We may never achieve
favorable operating results or profitability.

11

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We may be unable to generate significant advertising or
sponsorship revenues.

We plan to derive a significant portion of our revenues from
advertising and sponsorship on our website. We may not, however, be able to
generate adequate advertising or sponsorship revenues. There are no widely
accepted standards that measure the effectiveness of web advertising.
Advertisers and sponsors that have traditionally relied on other advertising
media may be reluctant to advertise on the web. Advertisers that already have
invested substantial resources in other advertising or sponsor methods may be
reluctant to adopt a new strategy and our business would be adversely affected.

Different pricing models are used to sell advertising on the
internet. It is difficult to predict which, if any, will emerge as the industry
standard. The proliferation of websites across the internet may cause
advertising and sponsor pricing levels to exist or evolve to levels that are
below those originally anticipated in our business plan. This makes it difficult
to project future advertising and sponsor revenues. Moreover, certain security,
filtering and proprietary software programs that limit or prevent certain types
of advertising from being delivered to a web users computer are available and
prevalent. Widespread adoption of these types of software could adversely affect
the commercial viability of web advertising.

Changing consumer preferences will require periodic
product introduction.

As a result of changing consumer preferences, many websites are
successfully marketed for only a limited period of time. There can be no
assurance that any of our sites will continue to be popular for a prolonged
period of time. Our success will be dependent upon our ability to develop new
and improved content for our websites and product lines. Our failure to
introduce new content and product lines and to achieve and sustain market
acceptance and to produce acceptable margins could have a material adverse
effect on our financial condition and results of operations.

Our market is characterized by rapid technological
change, and if we fail to develop and market new technologies rapidly, we may
not become profitable in the future.

The Internet is characterized by rapid technological change
that could render our website prematurely obsolete. The development of our
website entails significant technical and business risks. We can give no
assurance that we will successfully use new technologies effectively or adapt
our website to customer requirements or needs. If our management is unable, for
technical, legal, financial, or other reasons, to adapt in a timely manner in
response to changing market conditions or customer requirements, we may never
become profitable which may result in the loss of all or part of your
investment.

If we do not attract customers to our website on
cost-effective terms, we will not generate a profit, which ultimately will
result in a cessation of operations.

Our success depends on our ability to attract retail customers
to our website on cost-effective terms. Our strategy to attract customers to our
website, which has not been formalized or implemented, includes viral marketing,
the practice of generating a buzz among Internet users in our products through
the developing and maintaining of weblogs or blogs, online journals that are
updated frequently and available to the public, postings on online communities
such as Yahoo!(R) Groups and amateur websites such as YouTube.com, and other
methods of getting Internet users to refer others to our website by e-mail or
word of mouth; search engine optimization, marketing our website via search
engines by purchasing sponsored placement in search results; and entering into
affiliate marketing relationships with website providers to increase our
visibility to Internet consumers. We plan to rely on viral marketing as the
primary source of traffic to our website, with search engine optimization and
affiliate marketing as secondary sources. Our marketing strategy may not be
enough to attract sufficient traffic to our website. If we are unsuccessful at
attracting a sufficient amount of traffic to our website, our ability to obtain
customers and our resulting financial performance will be harmed.

12

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If we are unable to successfully manage growth, our
operations could be adversely affected, and our business may fail.

Our ability to manage growth effectively will depend on our
ability to improve and expand operations and to recruit operational, financial
and administrative personnel. There can be no assurance that management will be
able to manage growth effectively.

Risks Associated with Our Management

Our executive officer devotes only part time efforts to
our business which may not be sufficient to successfully develop our
business.

The amount of time which our sole executive officer will devote
to our business is limited. Benjamin Cherniak, our president, secretary and
treasurer, currently devotes approximately 30% of his working time to our
company. Further, he has other business interests. While we expect him to
increase the percentage of his working time he devotes to our company if our
operations increase, the amount of time which he devotes to our business may not
be sufficient to fully develop our business. In addition, there exist potential
conflicts of interest including, among other things, time, effort, and corporate
opportunity involved with participating in other business entities. We have no
agreements with him as to how he allocates either his time to our company or how
he handles corporate opportunities. As a result, we may be unable to implement
our plan and our business might ultimately fail.

The loss of the services of our executive officer would
disrupt our operations and interfere with our ability to compete.

We depend upon the continued contributions of our sole
executive officer Benjamin Cherniak. He handles all of the responsibilities in
the area of corporate administration and business development. We do not carry
key person life insurance for him and the loss of his services would likely lead
to us being unable to implement our business plan and our business might
ultimately fail.

Because our sole officer and director is a national of
Canada, you may have no effective recourse against him for misconduct and you
may not be able to enforce judgment and civil liabilities against him or our
company.

Our sole officer and director is a national of Canada. As a
result, it may be difficult for investors to enforce within the United States
any judgments obtained against him or our company, including judgments
predicated upon the civil liability provisions of the securities laws of the
United States or any state thereof.

Risks Associated with Our Common Stock

Because we do not intend to pay any dividends on our
common stock, investors seeking dividend income or liquidity should not purchase
shares of our common stock in this offering.

We do not currently anticipate declaring and paying dividends
to our stockholders in the foreseeable future. It is our current intention to
apply net earnings, if any, in the foreseeable future to increasing our working
capital. Prospective investors seeking or needing dividend income or liquidity
should, therefore, not purchase our common stock. We currently have no revenues
and a history of losses, so there can be no assurance that we will ever have
sufficient earnings to declare and pay dividends to the holders of shares of our
common stock, and in any event, a decision to declare and pay dividends is at
the sole discretion of our board of directors, which currently do not intend to
pay any dividends on shares of our common stock for the foreseeable future.

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Our common stock has never been traded and, if a market
ever develops for our common stock, the price of our common stock is likely to
be highly volatile and may decline after the offering. If this happens,
investors may have difficulty selling their shares and may not be able to sell
their shares at all.

There is no public market for our common stock and we cannot
  assure you that a market will develop or that any stockholder will be able to
  liquidate his or her investment without considerable delay, if at all. A trading
  market may not develop in the future, and if one does develop, it may not
  be sustained. If an active trading market does develop, the market price of our
  common stock is likely to be highly volatile. The market price of our common
  stock may also fluctuate significantly in response to the following factors,
  most of which are beyond our control:

- variations in our quarterly operating results;
- changes in market valuations of similar companies;
- announcements by us or our competitors of significant new products; and
- the loss of key management or personnel.

The equity markets have, on occasion, experienced significant
price and volume fluctuations that have affected the market prices for many
companies securities that have been unrelated to the operating performance of
these companies. Any such fluctuations may adversely affect the market price of
our common stock, regardless of our actual operating performance. As a result,
stockholders may be unable to sell their shares, or may be forced to sell them
at a loss.

Because we can issue additional shares of our common
stock or preferred stock, purchasers of our common stock may experience dilution
in their ownership of our company in the future.

We are authorized to issue up to 500,000,000 shares of common
stock and 20,000,000 shares of preferred stock. As of March 7, 2011, there were
24,000,100 shares of our common stock issued and outstanding and no shares of
our preferred stock issued and outstanding. Our board of directors has the
authority to cause our company to issue additional shares of common stock or
preferred stock without the consent of any of our stockholders. Consequently,
our stockholders may experience dilution in their ownership of our company in
the future.

Our stock is a penny stock. Trading of our stock may be
restricted by the Securities and Exchange Commissions penny stock regulations
which may limit a stockholders ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines a penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the Securities and Exchange Commission which
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly account
statements showing the market value of each penny stock held in the customers
account. The bid and offer quotations, and the broker-dealer and salesperson
compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing
before or with the customers confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
these rules, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchasers written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority sales
practice requirements may also limit a stockholders ability to buy and sell our
stock.

In addition to the penny stock rules described above, the
Financial Industry Regulatory Authority, which we refer to as FINRA, has adopted
rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customers financial status, tax status, investment objectives and
other information. Under interpretations of these rules, the FINRA believes that
there is a high probability that speculative low priced securities will not be
suitable for at least some customers. The FINRA requirements make it more
difficult for broker-dealers to recommend that their customers buy our common
stock, which may limit your ability to buy and sell our common stock and have an
adverse effect on the market for shares of our common stock.

14

---

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable

ITEM 2. PROPERTIES.

Our principal offices are located at 3120 S. Durango Dr. Suite
305, Las Vegas, Nevada 89117. We are presently benefitting from free rental
space until such time as our operations ramp up. Once we attain the necessary
funding and increase our employee base, we will look for more spacious
facilities to meet our growing needs.

ITEM 3. LEGAL PROCEEDINGS.

We know of no material pending legal proceedings to which our
company or our subsidiary is a party or of which any of our properties, or the
properties of our subsidiary, is the subject. In addition, we do not know of any
such proceedings contemplated by any governmental authorities.

We know of no material proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial stockholder
is a party adverse to our company or our subsidiary or has a material interest
adverse to our company or our subsidiary.

ITEM 4. (REMOVED AND RESERVED)

PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market for Securities

There is currently no trading market for our common stock. We
do not have any common stock subject to outstanding options or warrants and
there are no securities outstanding that are convertible into our common stock.
None of our issued and outstanding common stock is eligible for sale pursuant to
Rule 144 under the Securities Act of 1933.

We have issued 24,000,100 shares of our common stock since our
inception on November 16, 2009, of which 16,000,000 are restricted
shares. There are no outstanding options or warrants or securities that are
convertible into common shares.

Holders of Our Common Stock

As at March 7, 2011, we had 28 holders of our common stock. Our
transfer agent is Nevada Agency and Transfer Company with an office at 50 West
Liberty Street, Suite 880, Reno NV 89501.

Registration Rights

We have not granted registration rights any person.

15

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Dividends

We have never declared or paid any cash dividends on our common
stock. We currently intend to retain future earnings, if any, to increase our
working capital and do not anticipate paying any cash dividends in the
foreseeable future.

We must not declare, pay or set apart for payment any dividend
or other distribution (unless payable solely in shares of our common stock or
other class of stock junior to our preferred stock as to dividends or upon
liquidation) in respect of our common stock, or other class of stock junior to
our preferred stock, nor must we redeem, purchase or otherwise acquire for
consideration shares of any of the foregoing, unless dividends, if any, payable
to holders of our preferred stock for the current period (and in the case of
cumulative dividends, if any, payable to holders of our preferred stock for the
current period and in the case of cumulative dividends, if any, for all past
periods) have been paid, are being paid or have been set aside for payment, in
accordance with the terms of our preferred stock, as fixed by our board of
directors.

Other than as stated above, there are no restrictions in our
articles of incorporation or bylaws that prevent us from declaring dividends.
The Nevada Revised Statutes, however, do prohibit us from declaring dividends
where, after giving effect to the distribution of the dividend:

- we would not be able to pay our debts as they become due in the usual
  course of business; or
- our total assets would be less than the sum of our total liabilities plus
  the amount that would be needed to satisfy the rights of stockholders who have
  preferential rights superior to those receiving the distribution.

Recent Sales of Unregistered Securities

On November 16, 2009 and December 2, 2009, we issued 100 and
200,000 common shares to Robbie Manis at a price per share of $0.001 and $0.01
for total proceeds of $0.10 and $2,000, respectively. We issued these shares in
an offshore transaction relying on Rule 903 of Regulation S of the Securities
Act of 1933 and/or Section 4(2) of the Securities Act of 1933.

On January 7, 2010, we issued 1,800,000 common shares to two
individuals for total proceeds of $18,000. We issued these shares in an offshore
transaction relying on Rule 903 of Regulation S of the Securities Act of 1933
and/or Section 4(2) of the Securities Act of 1933. Each of the subscribers
represented that he or she was not a U.S. person as that term is defined in
Regulation S.

On March 24, 2010, we issued 16,000,000 common shares to
Benjamin Cherniak pursuant to a share purchase agreement dated for reference
March 24, 2010, whereby we acquired all of the issued and outstanding shares of
RelationshipScoreboard.com Entertainment, Inc. in consideration for 16,000,000
of our common shares at a deemed price of $0.01 for total deemed value of
$160,000.

Use of Proceeds from Registered Securities

On August 10, 2010, we filed a Prospectus as part of our
Registration Statement on Form S-1 (File Number 333-168698) (the S-1), which
was declared effective on December 29, 2010 and registered a total of 8,000,100
of our common shares (each, a Share), of which 6,000,000 Shares were offered
for sale by us at a price per Share of $0.01 (the Primary Offering) and
2,000,100 were offered by the Selling Shareholders, as described in the
Prospectus.

On February 24, 2011, we closed the Primary Offering. The
Company sold 6,000,000 Shares through the Primary Offering and received gross
proceeds of $60,000. None of the Shares were sold to a U.S. person. Following
the sale of the Shares in connection with the closing of the Primary Offering,
the offering terminated.

16

---

For the period from December 29, 2010, being the effective date
of the S-1, to December 31, 2010, being the ending date of this reporting
period, we did not incur any expenses in connection with the issuance and
distribution of the Shares and did not received any proceeds from the sale of
the Shares.

There was no material change in the use of proceeds from our
Primary Offering as described in our final prospectus filed with the SEC
pursuant to Rule 424(b).

Securities authorized for issuance under equity compensation
plans.

We do not have any stock compensation plans.

Issuer Purchases of Equity Securities

During the fiscal year ended December 31, 2010, we did not
purchase any of our equity securities.

ITEM 6. SELECTED FINANCIAL DATA.

Not applicable.

ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

Our managements discussion and analysis of financial condition
and results of operations provides a narrative about our financial performance
and condition that should be read in conjunction with our audited financial
statements for the period ended December 31, 2010 and related notes thereto.

Plan of Operations

We are a start-up development stage company. There exists
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our expenses. This is
because we have not generated any revenues and no material revenues are
anticipated until we further develop our business. There is no assurance we will
reach this point.

If we are unable to attract enough users to our website and
obtain revenue from advertising, then we may use up our current working capital
and will need to find alternative sources of capital, such as a public offering,
a private placement of securities, or loans from our officer or others in order
for us to maintain our operations past that 12 month period. At the present
time, we have not made any arrangements to raise additional cash other than this
offering. If we need additional cash and cannot raise it, we will either have to
suspend operations until we do raise the cash, or cease operations entirely.

Milestones for Development

The following is a detailed description of the actions and
timing of our planned operations over the next 12 months:

|Milestone                         | Actions Required                                                                                                                                                                                         | Completion Date | Approximate Costs
|--------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------- | -----------------
|Launch Website                    | • Hire IT professionals to complete back end of website including final
      version of mathematical algorithms used to score relationships.
      • Finish graphic designs.                            | April 30, 2011  | $10,000          
|Focus on Advertisement of Website | • Perform search engine optimization.
      • Use guerrilla marketing techniques to promote site.
      • Begin working on social marketing integration with sites such as
      facebook and twitter. | June 30, 2011   | $5,000           

17

---

|Milestone                             | Actions Required                                                                                                                                                                                                                | Completion Date | Approximate Costs
|------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------- | -----------------
|Launch Improved Website               | • Complete code for online store, forum, and advice section of
      website.
      • Continue working on advertisement of website, including, if
      feasible, mainstream advertising.                                       | Q3 of 2011      | $15,000          
|Expansion of Advertisement of Website | • If revenues support expansion, hire employees to provide advice and
      feedback to users.
      • Implementation of bulletin-board chatroom.
      • Add integration with social media sites such as Facebook and Twitter. | Q4 of 2011      | $10,000          

We anticipate the costs for the development of our website will
be substantially reduced due to the uncompensated time and effort of our sole
director and officer. We anticipate that upon the launch of the website will we
begin to earn minimal revenue. As traffic to the website increases, we
anticipate that our revenues will increase.

Results of Operations

Revenue

We have not earned any revenue from operations since our
inception and further losses are anticipated in the development of our business.
We are currently in the development stage of our business and we can provide no
assurances that we will generate revenue in the foreseeable future.

Expenses

We had no revenues for the year ended December 31, 2010 and the
period from November 16, 2009 (inception) to December 31, 2009. For the year
ended December 31, 2010, we incurred expenses of $66,056 including $29,322 in
audit and tax fees, $24,375 in legal fees, $6,091 in filing and transfer agent
fees. These expenses are primarily due to the preparation of our audited
financial statements and our Registration Statement on Form S-1. We also
incurred $732 in license and permit fees, $1,500 in consulting fees, $3,009 in
interest expenses and $527 in bank charges. For the period from November 16,
2009 (inception) to December 31, 2009, we incurred expenses of $1,179 including
$767 in legal fees, $325 for licenses and permits, $67 for bank fees and $20 for
web domain registration. The increase in expenses in the year ended December 31,
2010 as compared to the period from November 16, 2009 (inception) to December
31, 2009 was primary due to increased legal and auditing expenses due to the
preparation of our audited financial statements and our Registration Statement
on Form S-1.

Liquidity and Capital Resources

Working Capital as at December 31, 2010

During the period since incorporation to December 31, 2010 we
incurred a net loss of $67,235.

On November 16, 2009 and December 2, 2009, we issued 100 and
200,000 common shares respectively to our then officer and director at a price
per share of $0.001 and $0.01 for total proceeds of $0.10 and $2,000,
respectively, pursuant to an exemption from registration. On January 7, 2010, we
issued 1,800,000 common shares to two individuals for total proceeds of $18,000
pursuant to an exemption from registration. On March 24, 2010, we issued
16,000,000 common shares in conjunction with the purchase of all of the issued
and outstanding shares of RSE.

In the year ended December 31, 2010, we secured additional
borrowing of $56,862 to provide for certain working capital needs as well as to
fund the initial development costs related to the our website. Subsequent to the
fiscal year ended December 31, 2010, we closed a primary offering for gross
proceeds of $60,000. As of December 31, 2010 our total current assets consisted
of cash of $13,658 and our total current liabilities were $76,810, consisting of
a loan payable to a related party in the amount of $56,862 and accounts payable
in the amount of $19,948.

18

---

Anticipated Requirements

We currently have insufficient capital to meet our operating
requirements for the next 12 months. We anticipate that we require $90,000 in
the next 12 months, consisting of $50,000 in general and administrative
expenses, such as professional fees, and $40,000 in development cost to complete
our website. Our working capital deficit as at December 31, 2010 was $63,152.
Hence, we require $153,152 to fund our projected operations for the next 12
months.

As of December 31, 2010, we had a shareholders loan for
$56,862 outstanding. We anticipate that it is unlikely that the shareholder will
demand repayment of this loan in the foreseeable future based on our discussions
and past business with the shareholder. If the shareholder does not demand
repayment of this loan, our additional anticipated cash requirements for the
next 12 months would be $96,290. Further, as of March 7, 2011, we have closed a
primary offering for total gross proceeds $60,000.

While we hope to begin to earn revenues and profits during the
12 months it will take us to implement our business plan, we will seek
additional funding by selling additional shares, either by a public offering of
shares of our common stock supported by a prospectus, or through a private
placement conducted under an exemption, or through additional borrowing from our
existing shareholders. We do not know if such capital raise will be successful.
If we are unable to raise additional financing, we may cease operations and you
may lose all of your investment.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.

Product Research and Development

We do not anticipate that we will spend any significant sums on
research and development over the twelve month period ending December 31,
2011.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve month period ending December 31, 2011.

Contingencies and Commitments

We had no contingencies or long-term contractual obligations as
at December 31, 2010.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.

Not applicable

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

19

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ONLINE DISTRUPTIVE TECHNOLOGIES, INC.

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2010

---

|Chang Lee LLP               
|----------------------------
|Chartered
      Accountants 
|606  815 Hornby Street     
|Vancouver, B.C, V6Z 2E6     
|Tel: 604-687-3776           
|Fax: 604-688-3373           
|E-mail: info@changleellp.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Board of Directors and Stockholders of

ONLINE DISRUPTIVE TECHNOLOGIES, INC.(A Development
Stage Company)

We have audited the accompanying consolidated balance sheets of
Online Disruptive Technologies, Inc. (the Company) (a development stage
company) as at December 31, 2010 and 2009 and the related consolidated
statements of operations and comprehensive loss, stockholders deficiency and
cash flows for the year ended December 31, 2010, for the period from November
16, 2009 (date of inception) to December 31, 2009 and for the period cumulative
from November 16, 2009 (date of inception) to December 31, 2010. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform an audit to obtain reasonable assurance whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as at December 31, 2010 and 2009 and the results of its operations and its cash
flows for the year ended December 31, 2010, for the period from November 16,
2009 (date of inception) to December 31, 2009 and for the period cumulative from
November 16, 2009 (date of inception) to December 31, 2010, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company incurred losses from operations since
inception, has not attained profitable operations and is dependent upon
obtaining adequate financing to fulfill its business operations. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also discussed in
Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



|Vancouver, Canada |                        
|----------------- | -----------------------
|March 7, 2011     | Chartered
  Accountants



---

|Online Disruptive Technologies, Inc.
|------------------------------------
|(A Development Stage Company)       
|Consolidated Balance Sheets         

|                                                                                                                |  | December 31, |   |  | December 31, |  
|--------------------------------------------------------------------------------------------------------------- |  | ------------ | - |  | ------------ | -
|                                                                                                                |  | 2010         |   |  | 2009         |  
|                                                                                                                |  | **$**        |   |  | **$**        |  
|ASSETS                                                                                                          |  |              |   |  |              |  
|                                                                                                                |  |              |   |  |              |  
|Current Assets                                                                                                  |  |              |   |  |              |  
|Cash and Cash
      Equivalents                                                                                 |  | 13,658       |   |  | 8            |  
|Total Current Assets                                                                                            |  | 13,658       |   |  | 8            |  
|                                                                                                                |  |              |   |  |              |  
|Website Development Costs (Note 4)                                                                              |  | 8,325        |   |  | -            |  
|Total
      Assets                                                                                              |  | 21,983       |   |  | 8            |  
|                                                                                                                |  |              |   |  |              |  
|LIABILITIES                                                                                                     |  |              |   |  |              |  
|                                                                                                                |  |              |   |  |              |  
|Current Liabilities                                                                                             |  |              |   |  |              |  
|Accounts Payable and Accrued Liabilities                                                                        |  | 19,948       |   |  | 787          |  
|Loans Payable -
      Related Parties (Note 5)                                                                  |  | 56,862       |   |  | -            |  
|Total Current Liabilities                                                                                       |  | 76,810       |   |  | 787          |  
|                                                                                                                |  |              |   |  |              |  
|SHAREHOLDERS' DEFICIENCY                                                                                        |  |              |   |  |              |  
|Authorized:   20,000,000 Preferred Shares, par
      value $0.001   500,000,000 Common Shares, par value $0.001 |  |              |   |  |              |  
|                                                                                                                |  |              |   |  |              |  
|Issued and outstanding:   Nil Preferred Shares
        18,000,100 Common Shares                                 |  | 2,400        |   |  | 400          |  
|Additional Paid-in Capital                                                                                      |  | 10,008       |   |  | -            |  
|(Deficit)
      Accumulated During the Development Stage                                                        |  | (67,235      | ) |  | (1,179       | )
|Total Shareholders Deficiency                                                                                  |  | (54,827      | ) |  | (779         | )
|Total
      Liabilities and Shareholders' Deficiency                                                            |  | 21,983       |   |  | 8            |  

The accompanying notes are an integral part of these
consolidated financial statements.

F-1

---

|Online Disruptive Technologies, Inc.                              
|------------------------------------------------------------------
|(A Development Stage Company)                                     
|Consolidated Statements of Operations and Comprehensive
      Loss

|                                                                               |  |              |   |  | For
      the period |   |  | For
      the period |  
|------------------------------------------------------------------------------ |  | ------------ | - |  | -------------------- | - |  | -------------------- | -
|                                                                               |  |              |   |  | from                 |   |  | from                 |  
|                                                                               |  |              |   |  | November 16,         |   |  | November 16,         |  
|                                                                               |  |              |   |  | 2009                 |   |  | 2009                 |  
|                                                                               |  | Year Ended   |   |  | (inception) to       |   |  | (inception) to       |  
|                                                                               |  | December 31, |   |  | December 31,         |   |  | December 31,         |  
|                                                                               |  | 2010         |   |  | 2009                 |   |  | 2010                 |  
|General and Administrative Expenses                                            |  | **$**        |   |  | **$**                |   |  | **$**                |  
|Accounting Fees                                                                |  | 500          |   |  | -                    |   |  | 500                  |  
|Audit & Tax Fees                                                               |  | 29,322       |   |  | -                    |   |  | 29,322               |  
|Bank Fees                                                                      |  | 527          |   |  | 67                   |   |  | 594                  |  
|Consulting Fees                                                                |  | 1,500        |   |  | -                    |   |  | 1,500                |  
|Filing and Transfer Agent Fees                                                 |  | 6,091        |   |  | -                    |   |  | 6,091                |  
|License and Permit Fees                                                        |  | 732          |   |  | 325                  |   |  | 1,057                |  
|Legal fees                                                                     |  | 24,375       |   |  | 767                  |   |  | 25,142               |  
|Web domain Expense                                                             |  |              |   |  | 20                   |   |  | 20                   |  
|                                                                               |  | 63,047       |   |  | 1,179                |   |  | 64,226               |  
|                                                                               |  |              |   |  |                      |   |  |                      |  
|(Loss) before other expense                                                    |  | (63,047      | ) |  | (1,179               | ) |  | (64,226              | )
|Other Expense                                                                  |  |              |   |  |                      |   |  |                      |  
|Interest Expense                                                               |  | 3,009        |   |  | -                    |   |  | 3,009                |  
|                                                                               |  |              |   |  |                      |   |  |                      |  
|Net Loss and
      Comprehensive Loss for the Period                           |  | (66,056      | ) |  | (1,179               | ) |  | (67,235              | )
|                                                                               |  |              |   |  |                      |   |  |                      |  
|                                                                               |  |              |   |  |                      |   |  |                      |  
|Basic and Diluted Net Loss per Common Share                                    |  | (0.00        | ) |  | (0.00                | ) |  |                      |  
|                                                                               |  |              |   |  |                      |   |  |                      |  
|Weighted Average Number of Common Shares
      Outstanding  Basic and Diluted |  | 17,545,283   |   |  | 16,000,000           |   |  |                      |  

The accompanying notes are an integral part of these
consolidated financial statements.

F-2

---

|Online Disruptive Technologies, Inc.                            
|----------------------------------------------------------------
|(A Development Stage Company)                                   
|Consolidated Statements of Stockholders Deficiency             
|For the period from November 16, 2009 to December 31,
      2010

|                                                                        |                 |  |  |              |  |  |            |  |  |             |  |  |            |  |  | (Deficit)   |   |  |         |  
|----------------------------------------------------------------------- | --------------- |  |  | ------------ |  |  | ---------- |  |  | ----------- |  |  | ---------- |  |  | ----------- | - |  | ------- | -
|                                                                        |                 |  |  |              |  |  |            |  |  |             |  |  |            |  |  | Accumulated |   |  |         |  
|                                                                        |                 |  |  |              |  |  |            |  |  |             |  |  | Additional |  |  | During the  |   |  |         |  
|                                                                        | Preferred Stock |  |  | Common Stock |  |  | Paid In    |  |  | Development |  |  |            | 
|                                                                        | Shares          |  |  | Amount       |  |  | Shares     |  |  | Amount      |  |  | Capital    |  |  | Stage       |   |  | Total   |  
|                                                                        |                 |  |  | **$**        |  |  |            |  |  | **$**       |  |  | **$**      |  |  | **$**       |   |  | **$**   |  
|Shares issued for cash at $0.0001 per share
      on November 16, 2009  | -               |  |  | -            |  |  | 1,000      |  |  | -           |  |  | -          |  |  | -           |   |  | -       |  
|Shares issued for cash at $0.000025 per share on December
      5, 2009 | -               |  |  | -            |  |  | 15,999,000 |  |  | 400         |  |  | -          |  |  | -           |   |  | 400     |  
|Net loss for the period                                                 | -               |  |  | -            |  |  | -          |  |  | -           |  |  | -          |  |  | (1,179      | ) |  | (1,179  | )
|Balance December 31, 2009                                               | -               |  |  | -            |  |  | 16,000,000 |  |  | 400         |  |  | -          |  |  | (1,179      | ) |  | (779    | )
|Recapitalization - ODT                                                  | -               |  |  | -            |  |  | 2,000,100  |  |  | 2,000       |  |  | 6,999      |  |  | -           |   |  | 8,999   |  
|Imputed interest from shareholders                                      | -               |  |  | -            |  |  | -          |  |  | -           |  |  | 3,009      |  |  | -           |   |  | 3,009   |  
|Net loss for the year                                                   | -               |  |  | -            |  |  | -          |  |  | -           |  |  | -          |  |  | (66,056     | ) |  | (66,056 | )
|Balance December 31, 2010                                               | -               |  |  | -            |  |  | 18,000,100 |  |  | 2,400       |  |  | 10,008     |  |  | (67,235     | ) |  | (54,827 | )

The accompanying notes are an integral part of these
consolidated financial statements.

F-3

---

|Online Disruptive Technologies, Inc. 
|-------------------------------------
|(A Development Stage Company)        
|Consolidated Statements of Cash Flows

|                                                           |  |              |   |  | For
      the period |   |  | For
      the period |  
|---------------------------------------------------------- |  | ------------ | - |  | -------------------- | - |  | -------------------- | -
|                                                           |  |              |   |  | from November        |   |  | from November        |  
|                                                           |  |              |   |  | 16, 2009             |   |  | 16, 2009             |  
|                                                           |  | Year Ended   |   |  | (inception) to       |   |  | (inception) to       |  
|                                                           |  | December 31, |   |  | December 31,         |   |  | December 31,         |  
|                                                           |  | 2010         |   |  | 2009                 |   |  | 2010                 |  
|Cash flow from Operating Activities                        |  | **$**        |   |  | **$**                |   |  | **$**                |  
|Net loss for the period                                    |  | (66,056      | ) |  | (1,179               | ) |  | (67,235              | )
|Adjustment for items not involving
      cash:             |  |              |   |  |                      |   |  |                      |  
|Imputed interest                                           |  | 3,009        |   |  | -                    |   |  | 3,009                |  
|Changes in non-cash working capital
      items:           |  |              |   |  |                      |   |  |                      |  
|Increase in
      accounts payable and accrued liabilities |  | 8,700        |   |  | 787                  |   |  | 9,487                |  
|Net Cash (Used in) Operating Activities                    |  | (54,347      | ) |  | (392                 | ) |  | (54,739              | )
|Cash flow from Financing Activities                        |  |              |   |  |                      |   |  |                      |  
|Common shares issued, net of issuance costs                |  | -            |   |  | 400                  |   |  | 400                  |  
|Increase in loan
      payable  related parties           |  | 56,862       |   |  | -                    |   |  | 56,862               |  
|Net Cash Provided by Financing Activities                  |  | 56,862       |   |  | 400                  |   |  | 57,262               |  
|Cash flow from Investing Activities                        |  |              |   |  |                      |   |  |                      |  
|Cash acquired on acquisition of subsidiary                 |  | 14,910       |   |  | -                    |   |  | 14,910               |  
|Website
      development costs                            |  | (3,775       | ) |  | -                    |   |  | (3,775               | )
|Net Cash Provided by Investing Activities                  |  | 11,135       |   |  | -                    |   |  | 11,135               |  
|Net Increase in Cash and Cash equivalents                  |  | 13,650       |   |  | 8                    |   |  | 13,658               |  
|Cash and Cash equivalents, Beginning of Period             |  | 8            |   |  | -                    |   |  | -                    |  
|Cash and Cash
      equivalents, End of Period             |  | 13,658       |   |  | 8                    |   |  | 13,658               |  
|Supplementary Information                                  |  |              |   |  |                      |   |  |                      |  
|Interest Paid                                              |  | -            |   |  | -                    |   |  | -                    |  
|Income Taxes Paid                                          |  | -            |   |  | -                    |   |  | -                    |  

The accompanying notes are an integral part of these
consolidated financial statements.

F-4

---

|Online Disruptive Technologies, Inc.          
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|December 31, 2010                             

Note 1 - Nature of Operations

Online Disruptive Technologies, Inc. (ODT or the Company)
was incorporated on November 16, 2009 in the State of Nevada, U.S.A. The Company
is in the business of operating websites with advertising revenue platforms. The
Company has limited operations and in accordance with ASC 915, is considered a
development stage company that has had no revenues from inception to date. The
Company has a December 31 year-end.

Effective March 24, 2010, the Company acquired 100% of the
issued and outstanding shares of RelationshipScoreboard.com Entertainment Inc.
(RS or RelationshipScoreboard.com), a company incorporated on November 16,
2009 in the state of Nevada, U.S.A. in exchange for 16,000,000 shares of the
Companys common stock. Upon the completion of the acquisition, the former sole
shareholder of RS is holding 89% of the Companys issued and outstanding common
stock. As a result, the transaction was accounted for as a reverse takeover
transaction (RTO) for accounting purpose, as RS was deemed to be the acquirer,
and these consolidated financial statements are a continuation of the financial
statements of RS. The carrying amounts of RSs assets and liabilities are
included in these consolidated financial statements and 2009 comparative figures
are those of RS. The consolidated statement of operations included the
operations of RS for the year ended December 31, 2010 and the operations of ODT
from March 25, 2010 to December 31, 2010.

These financial statements have been prepared with the on-going
assumption that the Company will be able to realize its assets and discharge its
liabilities in the normal course of business. The Company suffered recurring
loss and had a working capital deficit of $63,151 as at December 31, 2010 (2009
 a working capital deficit of $779) which raises substantial doubt about the
Companys ability to continue as a going concern. These financial statements do
no include any adjustments to the amounts and classification of assets and
liabilities that might be necessary should the Company be unable to continue as
a going concern.

The operations of the Company have primarily been funded by the
sale of common shares and loans received. Continued operations of the Company
are dependent on the Companys ability to complete equity financings or generate
profitable operations in the future. Managements plan in this regard is to
secure additional funds through future equity financings. Such financings may
not be available or may not be available on reasonable terms to the Company.

Note 2  Acquisition - ODT

In connection with the RTO described above and prior to the
acquisition, ODT had no business and did not meet the definition of a business
under ASC 805, Accounting for Business Combinations. Accordingly, the reverse
takeover of ODT by RS has been accounted for as a capital transaction, in
respect of which the net assets of ODT on March 24, 2010 were accounted for as a
recapitalization of RS. A breakdown of ODTs net assets as at March 24, 2010 is
as follows:

|                          |   | March 24, 2010 |  
|------------------------- | - | -------------- | -
|Total assets  cash only  | $ | 14,910         |  
|Total liabilities         |   | (5,911         | )
|                          |   |                |  
|Net assets
      acquired | $ | 8,999          |  

F-5

---

|Online Disruptive Technologies, Inc.          
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|December 31, 2010                             

Note 3 - Significant Accounting Policies

a) Basis of PresentationThese financial statements
have been prepared in conformity with generally accepted accounting principles
in the United States of America (US GAAP). All adjustments considered
necessary for a fair presentation of financial position, results of operations
and cash flows as at December 31, 2010 have been included.

b) Accounting MethodThe Companys financial
statements are prepared using the accrual method of accounting.

c) Use of EstimatesThe preparation of financial
statements in conformity with US GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Significant areas require use of estimates include valuation
allowance for deferred income tax assets. Actual results could differ from those
estimates.

d) Foreign Currency TranslationThe Companys
functional currency is U.S. dollars. Transactions in other currencies are
recorded in U.S. dollars at the rates of exchange prevailing when the
transactions occur. Monetary assets and liabilities denominated in other
currencies are translated into U.S. dollars at rates of exchange in effect at
the balance sheet dates. Exchange gains and losses are recorded in the
statements of operations.

e) Cash and Cash EquivalentsCash and cash
equivalents consist entirely of readily available cash balances. There was no
cash equivalents as of December 31, 2010 and 2009.

f) Stock-based CompensationThe Company accounts its
stock options and similar equity instruments issued in accordance with ASC 718,
Share-Based Payment. Accordingly, compensation costs attributable to stock
options or similar equity instruments granted are measured at the fair value at
the grant date, and expensed over the expected vesting period. ASC 718 requires
excess tax benefits be reported as a financing cash inflow rather than as a
reduction of taxes paid.

As at December 31, 2010 the Company had no stock options issued
and outstanding.

g) Revenue RecognitionOperating revenue consist of
advertising revenue. The point in time at which revenues are recognized is
determined in accordance with ASC 605-10 (formerly Staff Accounting Bulletin No.
104, Revenue Recognition). Revenues are recorded when the Company delivers
services to its customers and collection is reasonably estimated.

F-6

---

|Online Disruptive Technologies, Inc.          
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|December 31, 2010                             

Note 3 - Significant Accounting Policies (contd)

h) Income TaxesIncome taxes are accounted for under
the liability method of accounting for income taxes. Under the liability method,
deferred tax liabilities and assets are recognized for the estimated future tax
consequences attributable to differences between the amounts reported in the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted or substantially enacted income tax rates expected to apply when
the asset is realized or the liability is settled. The effect of a change in
income tax rates on deferred income tax liabilities and assets is recognized in
income in the period that the change occurs. Deferred income tax assets are
recognized to the extent that they are considered more likely than not to be
realized.

The Financial Accounting Standards Board (FASB) has issued FASB
ASC 740-10, Accounting for Uncertainty in Income Taxes. ASC 740-10 clarifies
the accounting for uncertainty in income taxes recognized in an enterprises
financial statements in accordance with prior literature FASB Statement No. 109,
Accounting for Income Taxes. This standard requires a company to determine
whether it is more likely than not that a tax position will be sustained will be
sustained upon examination based upon the technical merits of the position. If
the more-likely-than-not threshold is met, a company must measure the tax
position to determine the amount to recognize in the financial statements. The
implementation of this standard had no impact on the Companys financial
statements.

i) Comprehensive Income (Loss)The Company accounts
for comprehensive income under the provisions of ASC Topic 220-10,
Comprehensive Income - Overall, which establishes standards for reporting
and display of comprehensive income, its components and accumulated balances.
The Company is disclosing this information on its Statements of Operations and
Comprehensive Loss.

j) Earnings (Loss) Per ShareThe Company adopted
Financial Accounting Standards ASC subtopic 260-10, Earnings Per Share, which
simplifies the computation of earning per share requiring the restatement of all
prior periods.

Basic loss per share is computed on the basis of the weighted
average number of common shares outstanding during each year.

Diluted loss per share is computed on the basis of the weighted
average number of common shares and dilutive securities outstanding. For the
years ended December 31, 2010 and December 31, 2009, the basic loss per share is
equal to the diluted loss per share as there are no potential dilutive
securities.

k) Financial Instruments and Fair Value of Financial
InstrumentsFair Value of Financial Instruments  the Company adopted
SFAS ASC 820-10-50, Fair Value Measurements. This guidance defines fair value,
establishes a three-level valuation hierarchy for disclosures of fair value
measurement and enhances disclosure requirements for fair value measures. The
three levels are defined as follows:

F-7

---

|Online Disruptive Technologies, Inc.          
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|December 31, 2010                             

Note 3 - Significant Accounting Policies (contd)

k) Financial Instruments and Fair Value of Financial
Instruments (contd)

- Level 1 inputs to the valuation methodology are quoted prices (unadjusted)
  for identical assets or liabilities in active markets.
- Level 2 inputs to the valuation methodology include quoted prices for
  similar assets and liabilities in active markets, and inputs that are
  observable for the asset or liability, either directly or indirectly, for
  substantially the full term of the financial instrument.
- Level 3 inputs to valuation methodology are unobservable and significant to
  the fair measurement.

The carrying amounts reported in the balance sheets for the
cash and cash equivalents, accounts payable and accrued liabilities and loan
payable each qualify as financial instruments and are a reasonable estimate of
fair value because of the short period of time between the origination of such
instruments and their expected realization.

l) Website Development CostsWebsite development
costs relate to the development of the Company's Internet website. These costs
have been capitalized as incurred and installed, and are being amortized over
the estimated useful life of three years on a straight line basis. The Company
accounts for these costs in accordance with ASC 350, Intangibles, which
specifies the appropriate accounting for costs incurred in connection with the
development and maintenance of websites.

m) Recently Adopted Accounting PronouncementsIn June
2009, the FASB ASC 860-10, Accounting for Transfers of Financial Assets,
eliminates the concept of a qualifying special-purpose entity (QSPE),
clarifies and amends the de-recognition criteria for a transfer to be accounted
for as a sale, amends and clarifies the unit of account eligible for sale
accounting and requires that a transferor initially measure at fair value and
recognize all assets obtained and liabilities incurred as a result of a transfer
of an entire financial asset or group of financial assets accounted for as a
sale. This standard is effective for fiscal years beginning after November 15,
2009. The Company has adopted this standard on January 1, 2010 and has assessed
that the adoption of this standard has no material effect on its financial
statements.

In June 2009, the FASB issued FASB ASC 810-10-65 which amends
the consolidation guidance applicable to a variable interest entity (VIE).
This standard also amends the guidance governing the determination of whether an
enterprise is the primary beneficiary of a VIE, and is therefore required to
consolidate an entity, by requiring a qualitative analysis rather than a
quantitative analysis. Previously, the standard required reconsideration of
whether an enterprise was the primary beneficiary of a VIE only when specific
events had occurred. This standard is effective for fiscal years beginning after
November 15, 2009, and for interim periods within those fiscal years. Early
adoption is prohibited. The Company has adopted this standard on January 1, 2010
and has assessed that the adoption of this standard has no material effect on
its financial statements.

F-8

---

|Online Disruptive Technologies, Inc.          
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|December 31, 2010                             

Note 3 - Significant Accounting Policies (contd)

m) Recently Adopted Accounting Pronouncements
(contd)In September 2009, the FASB issued Accounting Standards Update
2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in
Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).
This update provides amendments to Topic 820 for the fair value measurement of
investments in certain entities that calculate net asset value per share (or its
equivalent). It is effective for interim and annual periods ending after
December 15, 2009. Early application is permitted in financial statements for
earlier interim and annual periods that have not been issued. The Company has
adopted this standard January 1, 2010 and has assessed that the adoption of this
standard has no material effect on its financial statements.

In July 2009, the FASB ratified the consensus reached by EITF
(Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt
Issuance" ("EITF 09-1"). The provisions of EITF 09-1, clarifies the accounting
treatment and disclosure of share-lending arrangements that are classified as
equity in the financial statements of the share lender. An example of a
share-lending arrangement is an agreement between the Company (share lender) and
an investment bank (share borrower) which allows the investment bank to use the
loaned shares to enter into equity derivative contracts with investors. EITF
09-1 is effective for fiscal years that begin on or after December 15, 2009 and
requires retrospective application for all arrangements outstanding as of the
beginning of fiscal years beginning on or after December 15, 2009. Share-lending
arrangements that have been terminated as a result of counterparty default prior
to December 15, 2009, but for which the entity has not reached a final
settlement as of December 15, 2009 are within the scope. The Company has adopted
this standard on January 1, 2010 and has assessed that the adoption of this
standard has no material effect on its financial statements.

In January 2010, the FASB issued Accounting Standards Update
2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with
Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task
Force). This amendment to Topic 505 clarifies the stock portion of a
distribution to shareholders that allows them to elect to receive cash or stock
with a limit on the amount of cash that will be distributed is not a stock
dividend for purposes of applying Topics 505 and 260. Effective for interim and
annual periods ending on or after December 15, 2009, and would be applied on a
retrospective basis. The Company has adopted this standard on January 1, 2010
and has assessed that the adoption of this standard has no material effect on
its financial statements.

In January 2010, the FASB issued Accounting Standards Update
2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in
Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not
change, the scope of current US GAAP. It clarifies the decrease in ownership
provisions of Subtopic 810-10 and removes the potential conflict between
guidance in that Subtopic and asset derecognition and gain or loss recognition
guidance that may exist in other US GAAP. An entity will be required to follow
the amended guidance beginning in the period that it first adopts FAS 160 (now
included in Subtopic 810-10). For those entities that have already adopted FAS
160, the amendments are effective at the beginning of the first interim or
annual reporting period ending on or after December 15, 2009. The amendments
should be applied retrospectively to the first period that an entity adopted FAS
160. The Company has adopted this standard on January 1, 2010 and has assessed
that the adoption of this standard has no material effect on its financial
statements.

F-9

---

|Online Disruptive Technologies, Inc.          
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|December 31, 2010                             

Note 3 - Significant Accounting Policies (contd)

n) Recently Issued Accounting PronouncementsIn
October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue
Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update
addressed the accounting for multiple-deliverable arrangements to enable vendors
to account for products or services (deliverables) separately rather than a
combined unit and will be separated in more circumstances that under existing US
GAAP. This amendment has eliminated that residual method of allocation.
Effective prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. Early adoption is
permitted. The Company does not expect the provisions of ASU 2009-13 to have a
material effect on the financial position, results of operations or cash flows
of the Company.

In October 2009, the FASB issued Accounting Standards Update
2009-14, Software (Topic 985): Certain Revenue Arrangements That Include
Software Elements. This update changed the accounting model for revenue
arrangements that include both tangible products and software elements.
Effective prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. Early adoption is
permitted. The Company does not expect the provisions of ASU 2009-14 to have an
effect on the financial position, results of operations or cash flows of the
Company.

In January 2010, the FASB issued ASU No. 2010-06 regarding fair
value measurements and disclosures and improvement in the disclosure about fair
value measurements. This ASU requires additional disclosures regarding
significant transfers in and out of Levels 1 and 2 of fair value measurements,
including a description of the reasons for the transfers. Further, this ASU
requires additional disclosures for the activity in Level 3 fair value
measurements, requiring presentation of information about purchases, sales,
issuances, and settlements in the reconciliation for fair value measurements.
This ASU is effective for fiscal years beginning after December 15, 2010, and
for interim periods within those fiscal years. The Company is currently
evaluating the impact of this ASU; however, the Company does not expect the
adoption of this ASU to have a material impact on our financial statements.

In February 2010, the FASB issued ASC No. 2010-09, Amendments
to Certain Recognition and Disclosure Requirements, which eliminates the
requirement for SEC filers to disclose the date through which an entity has
evaluated subsequent events. ASC No. 2010-09 is effective for its fiscal quarter
beginning after December 15, 2010. The adoption of ASC No. 2010-09 is not
expected to have a material impact on the Companys financial statements ASU No.
2010-13 was issued in April 2010, and clarified the classification of an
employee share based payment award with an exercise price denominated in the
currency of a market in which the underlying security trades. This ASU will be
effective for the first fiscal quarter beginning after December 15, 2010, with
early adoption permitted. The adoption of ASU No. 2010-13 is not expected to
have a material impact on the Companys financial statements.

In April 2010, the FASB codified the consensus reached in
Emerging Issues Task Force Issue No. 08-09, Milestone Method of Revenue
Recognition. FASB ASU No. 2010-17 Revenue Recognition Milestone Method (Topic
605) provides guidance on defining a milestone and determining when it may be
appropriate to apply the milestone method of revenue recognition for research
and development transactions. FASB ASU No. 2010  17 is effective for fiscal
years beginning on or after June 15, 2010, and is effective on a prospective
basis for milestones achieved after the adoption date. The Company does not
expect this ASU will have a material impact on its financial position or results
of operations.

F-10

---

|Online Disruptive Technologies, Inc.          
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|December 31, 2010                             

Note 3 - Significant Accounting Policies (contd)

n) Recently Issued Accounting Pronouncements
(contd)On March 5, 2010, the FASB issued ASU No. 2010-11 Derivatives
and Hedging Topic 815 Scope Exception Related to Embedded Credit Derivatives.
This ASU clarifies the guidance within the derivative literature that exempts
certain credit related features from analysis as potential embedded derivatives
requiring separate accounting. The ASU specifies that an embedded credit
derivative feature related to the transfer of credit risk that is only in the
form of subordination of one financial instrument to another is not subject to
bifurcation from a host contract under ASC 815-15-25, Derivatives and Hedging 
Embedded Derivatives  Recognition. All other embedded credit derivative
features should be analyzed to determine whether their economic characteristics
and risks are clearly and closely related to the economic characteristics and
risks of the host contract and whether bifurcation is required. The adoption of
this ASU did not have a material impact on the Companys financial
statements.

In April 2010, the FASB issued ASU 2010-13, CompensationStock
Compensation (Topic 718): Effect of Denominating the Exercise Price of a
Share-Based Payment Award in the Currency of the Market in Which the Underlying
Equity Security Trades, or ASU 2010-13. This ASU provides amendments to Topic
718 to clarify that an employee share-based payment award with an exercise price
denominated in currency of a market in which a substantial portion of the
entitys equity securities trades should not be considered to contain a
condition that is not a market, performance, or service condition. Therefore, an
entity would not classify such an award as a liability if it otherwise qualifies
as equity. The amendments in this ASU are effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2010. The Company does not expect the adoption of ASU 2010-13 to have a
significant impact on its financial statements.

In May 2010, the FASB issued Accounting Standards Update
2010-19 (ASU 2010-19), Foreign Currency (Topic 830): Foreign Currency Issues:
Multiple Foreign Currency Exchange Rates. The amendments in this Update are
effective as of the announcement date of March 18, 2010. The Company does not
expect the provisions of ASU 2010-19 to have a material effect on the Company's
financial position, results of operations or cash flows of the Company.

Other accounting pronouncements that have been issued or
proposed by the FASB or other standards-setting bodies that do not require
adoption until a future date are not expected to have a material impact on the
Companys financial statements upon adoption.

Note 4  Website Development Costs

During the 201 fiscal year, the Company incurred and
capitalized $8,325 related to its ongoing website development. Upon the
completion of the website, the capitalized website costs will be amortized over
its estimated useful life of 3 years. As at December 31, 2010, the website has
not yet been completed.

F-11

---

|Online Disruptive Technologies, Inc.          
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|December 31, 2010                             

Note 5  Loans Payable  Related Parties

As at December 31, 2010, the loans payable included the
following:

- $56,462 payable to a shareholder of the Company. The amount is unsecured,
  non-interest bearing and due on demand.
- $400 payable to a director and principal shareholder of the Company. The
  amount is unsecured, non-interest bearing and due on demand.

During the year ended December 31, 2010, the Company recorded
imputed interest on the loans payable from related parties at a market rate of
11.5% thereby leading to the recognition of interest expense of $3,009. A
corresponding amount was classified as additional paid-in capital.

Note 6  Related Party Transactions

See Note 5.

Note 7  Stockholders Equity

On March 24, 2010, the Company issued 16,000,000 common shares
to the sole shareholder of RS to effect the acquisition and RTO. Prior to the
acquisition and RTO (Note 1 and 2), RS engaged in the following equity
transactions which have been restated using the exchange ratio established in
the acquisition agreement to reflect 16,000,000 common shares issued in the
reverse acquisition:

- On November 16, 2009, RS issued 1,000 common shares at $0.0001 per share
  for total proceeds of $0.1.
- On December 5, 2009, RS issued 15,999,000 common shares at $0.000025 per
  share for total proceeds of $400.

Prior to the acquisition and RTO (Note 1 and 2), the Company
engaged in the followings equity transactions:

- On November 16, 2009, the Company issued 100 common shares at $0.001 per
  share for total proceeds of $0.10.
- On December 2, 2009, the Company issued 200,000 common shares at $0.01 per
  share for total proceeds of $2,000.
- On January 7, 2010, the Company issued 1,800,000 common shares at $0.01
  per share for total proceeds of $18,000.

Upon the acquisition and RTO, 2,000,100 common shares issued by
the Company prior to the acquisition were considered as a recapitalization to
RS.

F-12

---

|Online Disruptive Technologies, Inc.          
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|December 31, 2010                             

Note 8  Income Taxes

The Company is subject to income tax laws in the U.S. The
Company incurred a net loss for the year ended December 31, 2010 and therefore
did not incur income tax expense.

A reconciliation of the federal statutory income tax, at the
statutory rate of 15% to the Companys effective income tax rate, for the year
ended December 31, 2010 and for the period from November 16, 2009 to December
31, 2009 is as follows:

| |                                     |  |                    |   |  | For the period from  |  
| | ----------------------------------- |  | ------------------ | - |  | -------------------- | -
| |                                     |  | For the year ended |   |  | November 16, 2009 to |  
| |                                     |  | December 31, 2010  |   |  | December 31, 2009    |  
| |                                     |  | $                  |   |  | $                    |  
| | Net loss from operations            |  | (66,056            | ) |  | (1,179               | )
| | Statutory tax rate                  |  | 15%                |   |  | 15%                  |  
| | Income tax recovery                 |  | (9,908             | ) |  | (177                 | )
| | Non-deductible item                 |  | 451                |   |  | -                    |  
| | Benefits not recognized             |  | 9,457              |   |  | 177                  |  
| | Income tax expense
      (recovery) |  | -                  |   |  | -                    |  

The significant components of deferred income tax assets
(liabilities) are as follows:

| |                                 |  | December 31, 2010 |   |  | December 31, 2009 |  
| | ------------------------------- |  | ----------------- | - |  | ----------------- | -
| |                                 |  | $                 |   |  | $                 |  
| | Non-capital loss carry forwards |  | 11,284            |   |  | 177               |  
| | Valuation
      allowance       |  | (11,284           | ) |  | (177              | )
| | Deferred income tax assets      |  | -                 |   |  | -                 |  

The valuation allowances for deferred tax assets as of December
31, 2010 and 2009 were $11,284 and $177 respectively. In assessing the
realizability of deferred tax assets, management considers whether it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which those temporary
differences become deductible.

As at December 31, 2010, the Company has non-capital loss carry
forwards totalling $75,227 available to reduce taxable income otherwise
calculated in future years. These losses expire from 2029 to 2030.

Note 9  Subsequent Events

On February 24, 2011, the Company completed an equity financing
pursuant to which it issued 6,000,000 common shares at a per share price of
$0.01 for aggregate proceeds of $60,000. The offering was completed in
accordance with a prospectus filed by the Company on December 29, 2010.

In preparing these financial statements, the Company has
evaluated events and transactions for potential recognition or disclosure from
January 1, 2011 through March 8, 2011, the date the financial statements were
available to be issued.

F-13

---

|Online Disruptive Technologies, Inc.          
|----------------------------------------------
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|December 31, 2010                             

Note 10  Commitments and Guarantees

The Company did not enter into any commitments nor did it
become a guarantor to any parties as at December 31, 2010.

Note 10  Comparative Figures

Certain comparative figures have been reclassified in order to
conform to the current periods financial statement presentation.

F-14

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

On August 26, 2010, we dismissed Main Amundson and Associates
(Main) as our auditor, as we learnt that Main was not registered with the
Public Company Accounting Oversight Board and could not audit our financial
statements for the purposes of including them in our registration statement.
None of the reports of Main on our financial statements contained an adverse
opinion or disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles. We did not have any
disagreements with Main regarding any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure.

We have requested that Main furnish us with a letter addressed
to the Securities and Exchange Commission stating whether it agrees with the
above statements. A copy of the letter provided from Main is filed as an exhibit
to this annual report on Form 10-K.

On August 26, 2010 we engaged Chang Lee LLP as our auditor.
Prior to the engagement of Chang Lee LLP, we did not consult with Change Lee LLP
regarding (1) the application of accounting principles to specified
transactions, (2) the type of audit opinion that might be rendered on our
financial statements, (3) written or oral advice that would be an important
factor considered by us in reaching a decision as to an accounting, auditing or
financial reporting issues, or (4) any matter that was the subject of a
disagreement between our company and its predecessor auditor as described in
Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of
Regulation S-K. The decision to change auditors was approved by our sole
director and officer, Benjamin Cherniak.

ITEM 9A. CONTROL AND PROCEDURES

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under
the Securities Exchange Act of 1934, our management, with the participation of
our principal executive officer and principal financial officer evaluated our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
of the Exchange Act) as of the end of the period covered by this Annual Report
on Form 10-K. Based on this evaluation, management concluded that as of the end
of the period covered by this Annual Report on Form 10-K, these disclosure
controls and procedures were ineffective.

Because of the inherent limitations in all control systems, our
management believes that no evaluation of controls can provide absolute
assurance that all control issues, if any, within our company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty and that breakdowns can occur because of simple
error or mistake.

Managements Report on Internal Control Over Financial
Reporting

Management is responsible for establishing and maintaining
adequate internal control over our financial reporting. In order to evaluate the
effectiveness of internal control over financial reporting, as required by
Section 404 of the Sarbanes-Oxley Act, our management, with the participation of
our principal executive officer and principal financial officer has conducted an
assessment, including testing, using the criteria in Internal Control 
Integrated Framework, issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Our system of internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Because of
its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.

Our Management, including our principal executive officer and
our principal financial officer, conducted an evaluation of the design and
operation of our internal control over financial reporting as of December 31,
2010 based on the criteria set forth in Internal Control  Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
This evaluation included review of the documentation of controls, evaluation of
the design effectiveness of controls, testing of the operating effectiveness of
controls and a conclusion on this evaluation. Based on this evaluation, our
management concluded our internal control over financial reporting was not effective as at December 31, 2010 due to the following
material weaknesses which are indicative of many small companies with small
staff: (i) inadequate segregation of duties and ineffective risk assessment; and
(ii) insufficient written policies and procedures for accounting and financial
reporting with respect to the requirements and application of both US GAAP and
SEC guidelines.

20

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Our company plans to take steps to enhance and improve the
design of our internal controls over financial reporting. During the period
covered by this annual report on Form 10-K, we have not been able to remediate
the material weaknesses identified above. To remediate such weaknesses, we plan
to implement the following changes during our fiscal year ending December 31,
2011: (i) appoint additional qualified personnel to address inadequate
segregation of duties and ineffective risk management; and (ii) adopt sufficient
written policies and procedures for accounting and financial reporting. The
remediation efforts set out in (i) is largely dependent upon our company
securing additional financing to cover the costs of implementing the changes
required. If we are unsuccessful in securing such funds, remediation efforts may
be adversely effected in a material manner.

Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues,
if any, within our company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake.

This Annual Report does not include an attestation report of
our independent registered public accounting firm regarding internal control
over financial reporting. Our internal control over financial reporting was not
subject to attestation by our independent registered public accounting firm
pursuant to rules of the SEC that permit us to provide only managements report
in this Annual Report.

ITEM 9B OTHER INFORMATION

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.

Our directors hold office until the next annual meeting of
stockholders and until his or her successor is elected and qualified. Any
director may resign his or her office at any time and may be removed at any time
by the holders of a majority of the shares then entitled to vote at an election
of directors. Our board of directors appoints our executive officers, and our
executive officers serve at the pleasure of our board of directors.

Our sole director and executive officer, his age, positions
held, and duration of such are as follows:

|Name              | Position Held with Our
      Company                                                                                                                           | Age | Date First Elected or
      Appointed
|----------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | -------------------------------------
|Benjamin Cherniak | Director, President, Secretary and Treasurer
      of ODT Director, President, Secretary and Treasurer of
      Relationshipscoreboard.com Entertainment, Inc. | 42  | August 4, 2010 November 16, 2009     

Business Experience

The following is a brief account of the education and business
experience of our sole director and executive officer during at least the past
five years.

Benjamin
Cherniak           Director,
President, Secretary and Treasurer

Mr. Cherniak is the President and founder of
RelationshipScoreboard.com Inc. Since 2007, Mr. Cherniak has also served as
Director of Business Development for Big Stick Media Corporation, a Canadian
company that owns and operates sports media assets including websites, client server
software, publications and WebTV shows. In this role, Mr. Cherniaks
responsibilities have included expansion of the product lines to Asia and
Europe, overseeing the redesign of the companys flagship website along with
development of a mobile application, and acting as interim president for a
subsidiary company with call center operations. Since 2007, Mr. Cherniak has
been a consultant to Hihenry.com Entertainment Inc. and has assisted in the
development of the original business concept of the restaurant portal and
assisting in the implementation of the website www.hihenry.com. From 2003 to
2006, Mr. Cherniak was a principal with Bosworth Field Associates (Bosworth)
and in 2007 Mr. Cherniak was a principal of Stanton Chase International
(Stanton). Bosworth and Stanton are two executive recruiting firms,
specializing in the finance and accounting sectors. Previously, Mr. Cherniak has
significant experience in a wide array of businesses, specializing in the areas
of marketing and product development.

We believe Mr. Cherniak is qualified to serve on our board of directors because of his knowledge of our company’s history and current operations, which he gained from working for our company as described above, in addition to his education and business experiences as described above.

21

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Family Relationships

There are no family relationships between any director or
executive officer.

Significant Employees

We do not currently have any significant employees other than
Mr. Cherniak.

Committees of Board of Directors

We do not presently have a separately constituted audit
committee, compensation committee, nominating committee, executive committee or
any other committees of our Board of Directors. Nor do we have an audit
committee financial expert. We do not have an audit committee financial expert
because we believe the cost related to retaining a financial expert at this time
is prohibitive. Further, because we have not had operations to date, and with
the limited expenditures we expect over the next two years, we believe the
services of a financial expert are not yet warranted. As such, our Board of
Directors act as our audit committee and handle matters related to compensation
and nomination of directors.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee
comprised of independent directors, the functions that would have been performed
by such committees has been performed by our Board of Directors. We will
continue to not have an audit or compensation committees and thus there is a
potential conflict of interest in that our Board of Directors has the authority
to determine issues concerning management compensation and audit issues that may
affect management decisions.

Our sole director and officer is also a Director of Business
Development for Big Stick Media Corporation. Big Stick Media Corporation owns
and operates sports media assets including websites. Mr. Cherniaks role with
Big Stick Media Corporation includes the selling of website advertisement. Mr.
Cherniak could potentially be placed in a conflict of interest with our company
if a company wanting to sell website advertisement approached him. We believe
the likelihood of this is small as a potential advertiser for sports media
assets are different than a relationship based social media website. Further,
Mr. Cherniak is not prevented from accepting other positions that may put him in
a conflict of interest with our company. If Mr. Cherniak is presented a business
opportunity where he would have to decide a priority or preference between our
company and Big Stick Media Corporation, it would depend on the circumstances of
the opportunity as to which company he would give preference. In making his
decision, Mr. Cherniak would consider the nature of the opportunity and how Mr.
Cherniak received the opportunity (e.g. was he acting on behalf of our company
or Big Stick Media Corporation when he received the opportunity).

We are not aware of any other conflicts of interest with our
sole director and officer.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our
executive officers and directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with
copies of those filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that during fiscal year ended December 31, 2010, all filing requirements
applicable to its officers, directors and greater than 10% percent beneficial
owners were complied with.

22

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Nomination Procedures For Appointment of Directors

As of March 7, 2011, we had not effected any material changes
to the procedures by which our shareholders may recommend nominees to our board
of directors. Our board of directors does not have a policy with regards to the
consideration of any director candidates recommended by our shareholders. Our
board of directors has determined that it is in the best position to evaluate
our companys requirements as well as the qualifications of each candidate when
the board considers a nominee for a position on our board of directors. If
shareholders wish to recommend candidates directly to our board, they may do so
by sending communications to the president of our company at the address on the
cover of this annual report.

Audit Committee Financial Expert

Our board of directors has determined that we do not have a
board member that qualifies as an audit committee financial expert as defined
in Item 401(e) of Regulation S-B or independent.

Since the commencement of our most recently completed financial
year, we have not required any non-audit services to be provided by our
auditor.

We believe that our board of directors is capable of analyzing
and evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The board of directors of our company does
not believe that it is necessary to have an audit committee because we have one
director and we believe that the functions of an audit committee can be
adequately performed by the board of directors. In addition, we believe that
retaining an independent director who would qualify as an audit committee
financial expert would be overly costly and burdensome and is not warranted in
our circumstances given the stage of our development, lack of operations and the
fact that we have not generated any positive cash flows from operations to date.

Code of Ethics

We have not yet adopted a Code of Ethics. We believe that due
to our size of our management, we do not require a code of ethics.

Director Independence

We are not subject to listing requirements of any national
securities exchange or national securities association and, as a result, we are
not at this time required to have our board comprised of a majority of
independent directors. Our determination of independence of directors is made
using the definition of independent director contained in Rule 4200(a)(15) of
the Marketplace Rules of the NASDAQ Stock Market (NASDAQ), even though such
definitions do not currently apply to us because we are not listed on NASDAQ. We
have determined that our President does not meet the definition of independent
as a result of his position as our executive office.

Involvement in Certain Legal Proceedings

Our sole director and executive officer has not been involved
in any of the following events during the past ten years:

| | 1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                    
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offenses);                                                     

23

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| | 3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities;                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 4. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated;                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 5. | being the subject of, or a party to, any federal or state
      judicial or administrative order, judgment, decree, or finding, not
      subsequently reversed, suspended or vacated, relating to an alleged
      violation of: (i) any federal or state securities or commodities law or
      regulation; or (ii) any law or regulation respecting financial
      institutions or insurance companies including, but not limited to, a
      temporary or permanent injunction, order of disgorgement or restitution,
      civil money penalty or temporary or permanent cease- and-desist order, or
      removal or prohibition order; or (iii) any law or regulation prohibiting
      mail or wire fraud or fraud in connection with any business entity;
    or
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 6. | being the subject of, or a party to, any sanction or
      order, not subsequently reversed, suspended or vacated, of any
      self-regulatory organization (as defined in Section 3(a)(26) of the
      Securities Exchange Act of 1934), any registered entity (as defined in
      Section 1(a)(29) of the Commodity Exchange Act), or any equivalent
      exchange, association, entity or organization that has disciplinary
      authority over its members or persons associated with a
  member.                                                                                                                                                                                                                                                               

ITEM 11. EXECUTIVE COMPENSATION.

The following table shows the compensation received by our
executive officers from our inception, November 16, 2009 to December 31,
2010:

|SUMMARY COMPENSATION TABLE -
      PERIOD ENDED DECEMBER 31, 2009               
|--------------------------------------------------------------------------------
|Name
      and Principal Position                                               
|Benjamin Cherniak
            Director, President, Secretary and Treasurer(1)   
|Robbie Manis Former
      Director,       President, Secretary and Treasurer (2)

|(1) | Mr. Cherniak was appointed as a director and officer of
      our company on August 4, 2010.
|--- | --------------------------------------------------------------------------------------------
|(2) | Mr. Manis resigned as a director and officer of our
      company on August 4, 2010.        

Employment Agreements or Arrangements

We have not entered into any employment (or consulting)
agreements or arrangements, whether written or unwritten, with our directors or
executive officers since our inception.

Equity Awards

We have not awarded any shares of stock, options or other
equity securities to our directors or executive officers since our inception. We
have not adopted any equity incentive plan. Our directors and executive officers
may receive stock options at the discretion of our board of directors in the
future.

24

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Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide
retirement or similar benefits for our directors or executive officers.

Resignation, Retirement, Other Termination, or Change in
Control Arrangements

We have no contract, agreement, plan or arrangement, whether
written or unwritten, that provides for payments to our directors or executive
officers at, following, or in connection with the resignation, retirement or
other termination of our directors or executive officers, or a change in control
of our company or a change in our directors or executive officers
responsibilities following a change in control.

Director Compensation

No director received or accrued any compensation for his or her
services as a director since our inception.

We have no formal plan for compensating our directors for their
services in their capacity as directors. Our directors are entitled to
reimbursement for reasonable travel and other out-of-pocket expenses incurred in
connection with attendance at meetings of our board of directors. Our board of
directors may award special remuneration to any director undertaking any special
services on our behalf other than services ordinarily required of a
director.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership

The following table sets forth, as of March 7, 2011, certain
information known to us with respect to the beneficial ownership of our common
stock by (i) each of our directors, (ii) each of our named executive officers
(as defined in the Executive Compensation section) and current executive
officers, (iii) all of our directors and current executive officers as a group,
and (iv) each shareholder known by us to be the beneficial owner of more than
five percent (5%) of our common stock. Except as set forth in the table below,
there is no person known to us who beneficially owns more than 5% of our common
stock.

|Name and Address of Beneficial Owner                                                | Title of Class | Amount and Nature of Beneficial
      Ownership(1) | Percent of
      Class(2)
|----------------------------------------------------------------------------------- | -------------- | -------------------------------------------------- | -------------------------
|Benjamin Cherniak Suit 305 -3120 South Durango Drive,
      Las Vegas, Nevada 89117 | common stock   | 16,000,000 Direct                                  | 66.6%                    
|Directors and Executive Officers as a Group
      (1 persons)                       | common stock   | 16,000,000                                         | 66.6%                    

| | Notes
| | -----
| |      
| | (1)  
| |      
| | (2)  

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Changes in Control

We are unaware of any contract or other arrangement the
operation of which may at a subsequent date result in a change of control of our
company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.

Director Independence

Under NASDAQ Marketplace Rule 5605(a)(2), a director is not
considered to be independent if he is also an executive officer or employee of
the company. Benjamin Cherniak, our sole director, is not independent as he is
also an officer.

Transactions with related persons

Other than as disclosed below, there has been no transaction,
since our inception on November 16, 2009, or currently proposed transaction, in
which we were or are to be a participant and the amount involved exceeds the
lesser of $120,000 or one percent of our total assets at year end for the last
completed fiscal year, and in which any of the following persons had or will
have a direct or indirect material interest:

| | (i)   | Any director or executive officer of our
  company;                                                                                                                        
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | Any person who beneficially owns, directly or indirectly,
      shares carrying more than 5% of the voting rights attached to our
      outstanding shares of common stock;
| | (iii) | Any of our promoters and control persons; and                                                                                                                              
| | (iv)  | Any member of the immediate family (including spouse,
      parents, children, siblings and in- laws) of any of the foregoing
      persons.                               

On November 16, 2009 and December 2, 2009, we issued 100 and
200,000 common shares to Robbie Manis at a price per share of $0.001 and $0.01
for total proceeds of $0.10 and $2,000, respectively. We issued these shares in
an offshore transaction relying on Rule 903 of Regulation S of the Securities
Act of 1933 and/or Section 4(2) of the Securities Act of 1933.

On January 7, 2010, we issued 1,800,000 common shares to two
individuals for total proceeds of $18,000. We issued these shares in an offshore
transaction relying on Rule 903 of Regulation S of the Securities Act of 1933
and/or Section 4(2) of the Securities Act of 1933. Each of the subscribers
represented that he or she was not a U.S. person as that term is defined in
Regulation S.

On March 24, 2010, we issued 16,000,000 common shares to
Benjamin Cherniak pursuant to a share purchase agreement dated for reference
March 24, 2010, whereby we acquired all of the issued and outstanding shares of
RelationshipScoreboard.com Entertainment, Inc. in consideration for 16,000,000
of our common shares at a deemed price of $0.01 for total deemed value of
$160,000.

On December 14, 2009, Peter Hough agreed to lend to our company
$1,697.02. On December 31, 2009 Peter Hough agreed to lend to our company
$445.16. On February 1, 2010 Peter Hough agreed to lend to our company $1,297.00
On April 19, 2010, Peter Hough agreed to lend to our company $2,471.84. On May
12, 2010, Peter Hough agreed to lend to our company $551.31. On June 9, 2010,
Peter Hough agreed to loan to our company $25,000.00. On September 24, 2010,
Peter Hough agreed to loan our company $25,000. These loans are unsecured,
non-interest bearing and due on demand. As of March 7, 2011, Mr. Hough is owed
$56,462.

In January 2010, Benjamin Cherniak, our sole director and
officer, agreed to lend to our company $400. The loan is unsecured, non-interest
bearing and due on demand.

For information regarding compensation for our executive
officers and directors, see Executive Compensation.

26

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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees

The following table sets forth the fees billed to our company
for professional services rendered by Chang Lee LLP (Chang) our independent
registered public accounting firm, for the years ended December 31, 2010 and
2009:

|Fees               |   | 2010   |  |  | 2009 | 
|------------------ | - | ------ |  |  | ---- | 
|Audit Fees         | $ | 16,500 |  |  | -    | 
|Audit Related Fees |   | 4,000  |  |  | -    | 
|Tax Fees           |   | -      |  |  | -    | 
|Other Fees         |   | -      |  |  | -    | 
|Total Fees         | $ | 20,500 |  |  | -    | 

Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Auditors

We do not use Chang for financial information system design and
implementation. These services, which include designing or implementing a system
that aggregates source data underlying the financial statements or generates
information that is significant to our financial statements, are provided
internally or by other service providers. We do not engage Chang to provide
compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before an external auditor is engaged by us to
render any auditing or permitted non-audit related service, the engagement be:

- approved by our audit committee (the functions of which are performed by
  our entire board of directors); or
- entered into pursuant to pre-approval policies and procedures established
  by the board of directors, provided the policies and procedures are detailed
  as to the particular service, the board of directors is informed of each
  service, and such policies and procedures do not include delegation of the
  board of directors' responsibilities to management.

Our entire board of directors pre-approves all services
provided by our independent auditors. All of the above services and fees were
reviewed and approved by our directors before the respective services were
rendered.

Our board of directors have considered the nature and amount of
fees billed by Chang and believe that the provision of services for activities
unrelated to the audit is compatible with maintaining Changs independence.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibits required by Item 601 of Regulation S-K:

|Exhibit |                                                                                                                             
|------- | ----------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                 
|(3)     | Articles of Incorporation
      and Bylaws                                                                                  
|3.1(1)  | Articles of Incorporation                                                                                                   
|3.2(1)  | Bylaws                                                                                                                      
|(10)    | Material Contracts                                                                                                          
|10.1(1) | Share Purchase Agreement dated
      March 24, 2010 between Benjamin Cherniak and Online Disruptive
      Technologies, Inc.
|10.2(1) | Subscription Agreement between our company and
      Robbie Manis                                                           
|10.3(1) | Subscription Agreement between
      our company and Brian Hough                                                            
|10.4(1) | Subscription Agreement between our company and
      Peter Hough                                                            

27

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|(16)    | Letter From Former Auditor                                                                                                    
|------- | ------------------------------------------------------------------------------------------------------------------------------
|16.1(2) | Letter dated October 22, 2010 from Main Amundson
      and Associates                                                         
|(21)    | Subsidiaries                                                                                                                  
|21.1    | Subsidiary of Online Disruptive Technologies, Inc.:
      Relationshipscoreboard.com Entertainment, Inc., a Nevada corporation
|(33)    | Certification                                                                                                                 
|31.1*   | Section 302 Certification
      under Sarbanes-Oxley Act of 2002 of Benjamin Cherniak                                         
|32.1*   | Section
      906 Certification under Sarbanes-Oxley Act of 2002 of Benjamin Cherniak                                         

|*Filed herewith.                                                                                       
|-------------------------------------------------------------------------------------------------------
|(1)Incorporated by reference from our
      Registration Statement on Form S-1 filed on August 10, 2010
|(2)Incorporated by reference from our
  Registration Statement on Form S-1 filed on October 26, 2010   

28

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereto duly authorized.

ONLINE DISRUPTIVE TECHNOLOGIES, INC.

|By                                                                                                 | 
|-------------------------------------------------------------------------------------------------- | 
|/s/ Benjamin
      Cherniak                                                                        | 
|Benjamin Cherniak                                                                                  | 
|President and Director                                                                             | 
|(Principal Executive Officer, Principal Financial
      Officer, and Principal Accounting Officer)
|June 8, 2011                                                                                       | 

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

|By                                                                                                 | 
|-------------------------------------------------------------------------------------------------- | 
|/s/ Benjamin
      Cherniak                                                                        | 
|Benjamin Cherniak                                                                                  | 
|President and Director                                                                             | 
|(Principal Executive Officer, Principal Financial
      Officer, and Principal Accounting Officer)
|June 8, 2011                                                                                       | 

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